As filed with the Securities and Exchange Commission on May 28, 1998
Registration No. 333-46831
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. ___ |_|
Post-Effective Amendment No. 1 |X|
(Check Appropriate Box or Boxes.)
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.
Piper & Marbury L.L.P.
1200 Nineteenth Street, N.W.
Washington, DC 20036-2430
It is proposed that this filing will become effective upon filing pursuant to
Rule 485(b).
No filing fee is required because an indefinite number of shares have
previously been registered pursuant to Rule 24f-2 under the Investment Company
Act of 1940. Pursuant to Rule 429, this Registration Statement relates to shares
previously registered on Form N-1A (File No. 33-53690).
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* Relating to Institutional Class shares of the ARK Value Equity Portfolio.
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ARK FUNDS
CROSS REFERENCE SHEET
PART A
INFORMATION REQUIRED IN THE PROSPECTUS
The information required by Items 1 through 9 of Form N-14 is
incorporated herein by reference to Part A of the Registration Statement filed
with the Commission on February 24, 1998.
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ARK FUNDS
CROSS REFERENCE SHEET
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
The information required by Items 10 through 14 of Form N-14 is
incorporated herein by reference to Part B of the Registration Statement filed
with the Commission on February 24, 1998.
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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 herein 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 1(d) to Form N-1A.
(b) Form of Investment Advisory Agreement between the
Registrant and Allied Investment Advisors, Inc. is
incorporated herein by reference to Exhibit 5 to
Form N-1A.
(7) Distribution Agreement dated November 1, 1995,
between the Registrant and SEI Investments
Distribution Co. is incorporated herein by
reference to Exhibit 6(a) to Form N-1A.
(8) Not applicable.
1
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(9) Custody Agreement dated as of April 1, 1997,
between FMB Trust Company, National Association
and the Registrant is incorporated herein by
reference to Exhibit 8 to Form N-1A.
(10) (a) Distribution Plan for the Retail Class is
incorporated herein by reference to Exhibit 15(a)
to Form N-1A.
(b) Shareholder Services Plan for the Retail Class is
incorporated herein by reference to Exhibit 15(b)
to Form N-1A.
(c) Shareholder Services Plan for the Institutional
Class is incorporated herein by reference to
Exhibit 15(c) to Form N-1A.
(d) Rule 18f-3 Plan is incorporated herein by reference
to Exhibit 18 to Form N-1A.
(11) Opinion and consent of legal counsel is
incorporated herein by reference to Registrant's
Form 24f-2 Notices filed with the SEC.
(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 Investment 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
Fund Resources incorporated herein by reference to
Exhibit 9 to Form N-1A.
(14) Consent of KPMG Peat Marwick LLP, independent
auditors of the Registrant.**
(15) Not applicable.
(16) Powers of Attorney of Trustees of the Registrant.
(17) (a) Prospectus for Registrant is incorporated herein by
reference to Post-Effective Amendment No. 16 to
Form N-1A filed with the SEC on November 26, 1997.
2
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(b) Statement of Additional Information of Registrant
is incorporated herein by reference to
Post-Effective Amendment No. 16 to Form N-1A filed
with the SEC on November 26, 1997.
(c) Annual Report to Shareholders of ARK Funds for the
fiscal year ended April 30, 1997 is incorporated
herein by reference to the Registrant's filing with
the SEC pursuant to Rule 30b-2 on June 27, 1997.
(d) Semi-Annual Report to Shareholders of the ARK Funds
for the six-months ending October 31, 1997 is
incorporated herein by reference to the
Registrant's filing with the SEC pursuant to Rule
30b-2 on December 29, 1997.
* Filed herewith.
** Previously filed.
3
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Item 17. Undertakings
(1) The 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 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 1933 Act, 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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SIGNATURES
As required by the Securities Act of 1933, this Post-Effective Amendment to
the Registration Statement has been signed on behalf of the Registrant in the
City of Baltimore, and State of Maryland on the 28th day of May, 1998.
ARK FUNDS
By: /s/ David D. Downes
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David D. Downes, President
As required by the Securities Act of 1933, this Post-Effective Amendment to the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ David D. Downes
__________________________ President (principal executive officer) and
David D. Downes Trustee
/s/ James F. Volk
__________________________ Treasurer, Controller and Chief Financial
James F. Volk Officer (principal financial and accounting
officer)
* Trustee
_________________________
William H. Cowie, Jr.
* Trustee
_________________________
Charlotte R. Kerr
* Trustee
_________________________
George K. Reynolds, III
* Trustee
_________________________
Thomas Schweizer
* By: /s/ Alan C. Porter May 28, 1998
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Alan C. Porter
Attorney-in-Fact
An original power of attorney authorizing Alan C. Porter to execute this
Post-Effective Amendment to the Registration Statement for each trustee of the
Registrant on whose behalf this Registration Statement is filed has been
executed and filed with the Securities and Exchange Commission.
<PAGE>
Exhibit 12
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3018
410-539-2530 WASHINGTON
FAX: 410-539-0489 NEW YORK
PHILADELPHIA
EASTON
April 24, 1998
ARK Stock Portfolio
ARK Value Equity Portfolio
One Freedom Valley Drive
Oaks, Pennsylvania 19456
Re: Merger of ARK Stock Portfolio into ARK Value Equity Portfolio
Ladies and Gentlemen:
We have acted as special counsel to ARK Stock Portfolio, a separately
designated series of ARK Funds, a Massachusetts business trust ("ARK Funds"),
and ARK Value Equity Portfolio, also a separately designated series of ARK
Funds, in connection with the transactions contemplated by the Agreement and
Plan of Reorganization, dated as of February 23, 1998 (the "Reorganization
Agreement"), by and between ARK Stock Portfolio and ARK Value Equity Portfolio,
providing, among other things, for the transfer by ARK Stock Portfolio (the
"Acquired Fund") of all of its assets to ARK Value Equity Portfolio (the
"Acquiring Fund") in exchange for a certain number of shares of the
Institutional Class of the Acquiring Fund ("Acquiring Fund Shares") and the
assumption by the Acquiring Fund of certain specified liabilities of the
Acquired Fund (the "Stated Liabilities").
This opinion is delivered pursuant to section 3.2(a) of the Reorganization
Agreement. All capitalized terms used herein, unless otherwise specified, 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
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Piper & Marbury L.L.P.
ARK Funds
April 24, 1998
Page 2
Statement/Prospectus and such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below. Our opinions assume,
among other things, the accuracy as of the date hereof of such facts,
information, covenants, statements and representations, as well as an absence of
any change in the foregoing that are material to such opinions.
We have assumed the genuineness of all signatures, the legal capacity of
all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the originals of such
documents. We have also assumed that the transactions related to the asset
transfer or contemplated by the Reorganization Agreement will be consummated at
the Closing Date in accordance with the Reorganization Agreement and as
described in the Proxy Statement/Prospectus. In addition, our opinion is
expressly conditioned on, among other things, the accuracy as of the date hereof
of statements and representations contained in certain officer and shareholder
certificates.
In rendering our opinion, we have considered the applicable provisions of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder by the Treasury Department (the
"Regulations"), pertinent judicial authorities, rulings of the U.S. Internal
Revenue Service and such other authorities as we have considered relevant. It
should be noted that such Code, Regulations, judicial decisions, administrative
interpretations and such other authorities are subject to change at any time
and, in some circumstances, with retroactive effect. A material change in any of
the authorities upon which our opinion is based could affect our conclusions
stated herein. In addition, there can be no assurance that the Internal Revenue
Service would not take a position contrary to that which is stated in this
opinion.
Based upon and subject to the foregoing, we are of the opinion that, for
United States federal income tax purposes:
(i) the transfer by the Acquired Fund of all of its assets to the
Acquiring Fund in exchange for Institutional Class shares of the Acquiring
Fund and the assumption 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;
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Piper & Marbury L.L.P.
ARK Funds
April 24, 1998
Page 3
(ii) no gain or loss will be recognized by the Acquired Fund on the
transfer of its assets to the Acquiring Fund in exchange for the Acquiring
Fund Shares and the assumption 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 Acquiring Fund Shares to the Acquired Fund
Shareholders;
(iii) no gain or loss will be recognized by the Acquiring Fund upon
the receipt of the assets of the Acquired Fund in exchange for the
Acquiring Fund Shares and the assumption of the Stated Liabilities of the
Acquired Fund;
(iv) the adjusted basis of each asset of the Acquired Fund in the
hands of the Acquiring Fund will be the same as the adjusted basis of such
asset in the hands of the Acquired Fund immediately prior to the
Reorganization;
(v) the holding period of each asset of the Acquired Fund in the hands
of the Acquiring Fund will include the holding period of such asset in the
hands of the Acquired Fund immediately prior to the Reorganization;
(vi) no gain or loss will be recognized by the Acquired Fund
Shareholders upon the receipt of the Acquiring Fund Shares (including
fractional shares) solely in exchange for shares of the Acquired Fund;
(vii) the adjusted basis of the Acquiring Fund Shares (including
fractional shares) received by each Acquired Fund Shareholder will be the
same as the adjusted basis of the shares of the Acquired Fund surrendered
in exchange therefor; and
(viii) the holding period of the Acquiring Fund Shares (including
fractional shares) received by each Acquired Fund Shareholder will include
the holding period of the shares of the Acquired Fund surrendered in
exchange therefor, provided that such shares were held as a capital asset
in the hands of the Acquired Fund Shareholder on the date of the exchange.
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
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Piper & Marbury L.L.P.
ARK Funds
April 24, 1998
Page 4
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.
