File Nos. 33-58004
811-7474
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ x]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. 23 [ x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [ x]
Amendment No. 25 [ x]
(Check appropriate box or boxes)
BOSTON 1784 FUNDS
(Exact Name of Registrant as Specified in Charter)
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, Including Area Code: (800) 342-5734
ROBERT A. NESHER
C/O SEI INVESTMENTS COMPANY
1 FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456
(Name and Address of Agent for Service)
Copies to:
JOHN M. BAKER, SENIOR COUNSEL ROGER P. JOSEPH, ESQ.
BANKBOSTON, N.A. BINGHAM DANA LLP
100 FEDERAL STREET, 01-19-02 150 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02110
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ x ] on September 15, 1998 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on ________ pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on ________ pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
[ x ] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
Pursuant to Rule 485(b)(1)(iii), the Registrant hereby
designates that the effective date for Post-Effective
Amendment No. 22 to the Registrant's Registration Statement
under the Securities Act of 1933 and Amendment No. 24
under the Investment Company Acto fo 1940, as filed pursuant
to Rule 485(a) on June 22, 1998, also shall be effective
September 15, 1998.
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EXPLANATORY NOTE
Part A (the Prospectus of Boston 1784 Funds) and Part B (the Statement of
Additional Information) filed by the Registrant in Post-Effective Amendment
No. 22 to the Registration Statement under the Securities Act of 1933 (File
No. 33-58004) and Amendment No. 24 to the Registration Statement under the
Investment Company Act of 1940 (File No. 811-7474) pursuant to Rule 485(a) on
June 22, 1998 (Accession No. 0000935069-98-000098) are herein incorporated
by reference.
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PART C: OTHER INFORMATION
ITEM 23. EXHIBITS
(1)(a) Declaration of Trust of the Registrant.(1)
(1)(b) Certificate of Amendment to Agreement and Declaration of
Trust.(11)
(2) By-Laws of the Registrant.(2)
(4)(a) Investment Advisory Agreement between the Registrant and
BankBoston, N.A.(3)(6)
(4)(b) Form of Investment Advisory Agreement between the
Registrant and BankBoston, N.A. with Schedule reflecting
advisory fees to be paid by the Registrant on behalf
of Boston 1784 Prime Money Market Fund.(8)
(4)(c) Investment Advisory Agreement between the Registrant and
BankBoston, N.A. with respect to Boston 1784
International Equity Fund.(5)
(4)(d) Investment Advisory Agreement between the Registrant and
Kleinwort Benson Investment Management Americas Inc. with
respect to Boston 1784 International Equity Fund.(5)
(4)(e) Form of Investment Advisory Agreement between the
Registrant and BankBoston, N.A. with Schedule reflecting
advisory fees to be paid by the Registrant on behalf of
Boston 1784 Small Cap Equity Fund.(9)
(4)(f) Form of Investment Advisory Agreement between the
Registrant and BankBoston, N.A. with Schedule reflecting
advisory fees to be paid by the Registrant on behalf of
Boston 1784 Large Cap Equity Fund.(10)
(5) Amended and Restated Distribution Agreement between the
Registrant and SEI Financial Services Company.(6)
(7) Custodian Agreement.(3)
(8)(a) Administration Agreement between the Registrant and SEI
Financial Management Corporation.(3)
(8)(b) Transfer Agency and Service Agreement between the
Registrant and State Street Bank and Trust Company.(7)
(8)(c) Fund Accounting Agreement between the Registrant and
BankBoston, N.A.(3)
(10)(a) Consent of Coopers & Lybrand L.L.P. (12)
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(10)(b) Consent of Ernst & Young LLP. (12)
(13)(a) Amended and Restated Distribution Plan of the
Registrant.(6)
(13)(b) Distribution Plan (Class C Shares of Boston 1784 U.S.
Treasury Money Market Fund) of the Registrant.(6)
(13)(c) Distribution Plan (Class D Shares of Boston 1784 U.S.
Treasury Money Market Fund) of the Registrant.(6)
(14) Financial Data Schedule. (12)
(19)(a) Code of Ethics of the Registrant.(8)
(19)(b) Code of Ethics of BankBoston, N.A. (12)
(25)(a) Powers of Attorney of Trustees of Registrant.(4)
(25)(b) Powers of Attorney of Trustees of Registrant.(11)
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(1) Incorporated by reference to Registrant's Statement on
Form N1-A filed with the SEC on February 8, 1993.
(2) Incorporated by reference to Registrant's Pre-Effective
Amendment No. 2 filed with the SEC on May 18, 1993.
(3) Incorporated by reference to Registrant's Post-Effective
Amendment No. 2 filed with the SEC on January 31, 1994.
(4) Incorporated by reference to Registrant's Pre-Effective
Amendment No. 2 filed with the SEC on May 18, 1993 (on
signature page).
(5) Incorporated by reference to Registrant's Post-Effective
Amendment No. 5 filed with the SEC on September 28, 1994.
(6) Incorporated by reference to Registrant's Post-Effective
Amendment No. 8 filed with the SEC on November 1, 1995.
(7) Incorporated by reference to Registrant's Post-Effective
Amendment No. 9 filed with the SEC on December 15, 1995.
(8) Incorporated by reference to Registrant's Post-Effective
Amendment No. 10 filed with the SEC on July 17, 1996.
(9) Incorporated by reference to Registrant's Post-Effective
Amendment No. 13 filed with the SEC on November 15, 1996.
(10) Incorporated by reference to Registrant's Post-Effective
Amendment No. 14 filed with the SEC on March 17, 1997.
(11) Incorporated by reference to Registrant's Post-Effective
Amendment No. 16 filed with the SEC on August 1, 1997.
(12) Incorporated by reference to Registrant's Post-Effective
Amendment No. 22 filed with the SEC on June 22, 1998.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
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ITEM 25. INDEMNIFICATION
Reference is hereby made to Article VIII of the Agreement and
Declaration of Trust, filed as an Exhibit to Registrant's Statement on
Form N-1A with the Securities and Exchange Commission on February 8,
1993. The Trust participates in a group liability policy under which
the Trust and its trustees, officers and affiliated persons are insured
against certain liabilities. The Trust and its officers and employees
are also insured under the fidelity bond required by Rule 17g-1 under
the Investment Company Act of 1940, as amended.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
BankBoston, N.A. ("BankBoston") and its affiliates offer a
wide variety of banking and other financial services to customers
throughout New England, the United States and internationally. As of
June 30, 1998, BankBoston had aggregate gross interest and non-interest
income of $1.12 billion year to date, net income of $242 million and
assets of approximately $70.5 billion, including customer deposits of
$45.2 billion. BankBoston's principal place of business is 100 Federal
Street, Boston, Massachusetts 02110.
Other business, profession, vocation, or employment of a
substantial nature in which each director or principal officer of
BankBoston is or has been, at any time during the last two fiscal
years, engaged for his or her own account or in the capacity of
director, officer, employee, partner or trustee are as follows (each
Director of BankBoston is also a director of BankBoston Corporation):
Name and Position Connection with and
with Investment Adviser Name of Other Company
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Wayne A. Budd, Group President, Bell Atlantic, 185 Franklin
Director Street, Boston, MA 02107, since 1996. Senior
Partner, Goodwin, Procter & Hoar, from 1993
to 1996, United States Attorney, District of
Massachusetts from 1989 to 1992; Associate
Attorney General of the United States from
1992 to 1993.
William F. Connell, Chairman and Chief Executive Officer of Connell
Director Limited Partnership, One International Place,
Boston, MA 02109, since 1987. Director of
Harcourt General, Inc. and LCI International, Inc.
Gary L. Countryman, Chairman and Chief Executive Officer of Liberty
Director Mutual Insurance Company, 175 Berkeley Street,
Boston, MA 02117. Chairman of Liberty
Mutual Insurance Company since 1991;
Director of Boston Edison Company, The
Neiman-Marcus Group, Inc.,
Alliance of American Insurers,
and Harcourt General, Inc.
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William M. Crozier, Jr., Chairman Emeritus, BankBoston Corporation, 100
Chairman Emeritus Federal Street, Boston, MA 02110, Chairman of the
BankBoston Corporation Board and Chief Executive Officer of BayBanks from
1974 to July, 1996.
Alice F. Emerson, Senior Fellow, The Andrew W. Mellon Foundation,
Director 140 East 62nd Street, New York, NY 10021, since
1991. President Emerita of Wheaton College;
President of Wheaton College from 1975 to 1991;
Director of Eastman Kodak Company, Champion
International Corporation and AES Corporation.
Charles K. Gifford, Chairman and Chief Executive Officer of BankBoston
Chief Executive Officer of Corporation and of BankBoston since July 1995;
BankBoston Corporation, President of BankBoston and BankBoston Corporation
100 Federal Street, since 1989; Director of Massachusetts Mutual Life
Boston, MA 02110 Insurance Company and Boston Edison Company.
Thomas J. May, Chairman, President and Chief Executive Officer of
Director Boston Edison Company, 800 Boylston Street,
Boston, MA 02199, since July, 1994.
President and Chief Operating Officer of Boston
Edison Company from 1993 to July, 1994; Director
of Liberty Mutual Life Insurance Company and
RCN Corporation.
Donald F. McHenry, University Research Professor of Diplomacy and
Director International Relations, Georgetown University,
School of Foreign Service, Washington, D.C. 20057,
since 1981. President of the IRC Group, 1320 19th
Street, N.W., Suite 410, Washington, D.C. 20036,
since 1983; Director of American Telephone and
Telegraph Company, Coca-Cola Company,
International Paper Company, and
SmithKline Beecham, plc.
Henrique de Campos Meirelles, President and Chief Operating Officer,
President and Chief BankBoston, N.A., 100 Federal Street,
Operating Officer Boston, MA 02110; Director of Best Foods, Inc.
BankBoston, and MasterCard International.
100 Federal Street,
Boston, MA 02110
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Paul C. O'Brien, President of The O'Brien Group, Inc., Two
Director International Place, Boston, MA 02110 since 1995.
President and Chief Executive Officer of New
England Telephone and Telegraph Company from 1988
to 1993 and Chairman of the Board from 1993 to
December 1994. Chairman of the Board of ViewTech,
Inc. since January 1997, Director of Cambridge
NeuroScience, Inc, First Pacific Networks Inc.,
Shiva Corporation, The Registry, Inc., and
ViewTech, Inc.
Thomas R. Piper, Lawrence E. Fouraker Professor of Business
Director Administration, Harvard University Graduate School
of Business Administration, Morgan Hall -
469 Soldier's Field Road, Boston, MA 02163
Fran S. Rodgers, Chief Executive Officer of WFD, Inc. (Formerly
Director Work/Family Directions) 930 Commonwealth Avenue,
Boston, MA 02215; Founder and Chief Executive
Officer of Work/Family Directions since 1983;
Trustee of Barnard College of Columbia University,
and Trustee of the Foundation of the National
Academy of Human Resources.
John W. Rowe, Chairman, President and Chief Executive Officer of
Director Unicom Corp., 25 Research Drive, Westborough,
MA 01582, since 1998; President and Chief
Executive Officer of New England Electric System
from 1989 to February 1998. Director of New
England Electric System and UNUM Corporation.
Glenn P. Strehle, Vice President for Finance and Treasurer,
Director Massachusetts Institute of Technology, Building 4
- Room 110, 77 Massachusetts Avenue,
Cambridge, MA 02139, since 1975 Vice President
since 1986 and Vice President for Finance
and Treasurer since 1994; Director of BayBanks
from 1979 to July, 1996. Director, Liberty Mutual
Insurance Company and Property Capital Trust.
William C. Van Faasen, President and Chief Executive Officer of Blue
Director Cross and Blue Shield of Massachusetts, Inc.,
100 Summer Street, Boston, Massachusetts 02110.
Executive Vice President and Chief Operating
Officer of Blue Cross and Blue Shield of
Massachusetts, Inc. from 1990 to 1992 and
President and Chief Executive Officer of
Blue Cross andBlue Shield of Massachusetts, Inc.
since 1992.
<PAGE>
Thomas B. Wheeler, Chairman and Chief Executive Officer of
Director Massachusetts Mutual Life Insurance Company,
1295 State Street, Springfield, MA 01111.
President of Massachusetts Mutual Life Insurance
Company from 1987 to March, 1996 and Chief
Executive Officer since 1988 and Chairman since
March, 1996; Director of Massachusetts Mutual Life
Insurance Company and Textron Inc.
Alfred M. Zeien, Chairman of the Board and Chief Executive Officer
Director of The Gillette Company, Prudential Tower
Building, Boston, MA 02199, since 1991. Director
of Polaroid Corporation, Raytheon Company and
Massachusetts Mutual Life Insurance Company.
Kleinwort Benson Investment Management Americas Inc.
("Kleinwort") is the U.S. registered investment management subsidiary
of the London based Kleinwort Benson Group plc, a holding company for a
merchant banking group whose origins date back to 1792, which in turn
is an indirect wholly-owned subsidiary of Dresdner Bank A.G. Kleinwort
has offices in New York, London, Hong Kong and Tokyo. As of May 31,
1998, Kleinwort had approximately $795 million of assets under
management. Kleinwort's principal place of business is 75 Wall Street,
New York, New York 10005.
Other business, profession, vocation, or employment of a
substantial nature in which each director or principal officer of
Kleinwort is or has been, at any time during the last two fiscal
years, engaged for his or her own account or in the capacity of
director, officer, employee, partner or trustee are as follows:
Name and Position Connection with and
with Investment Adviser Name of Other Company
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Gerhard Eberstadt, Member of the Board of Managing Directors,
Chairman Dresdner Bank AG ("Dresdner")
Michael J. Apatoff, President and Member of the Board of
Director and Chief Executive Managers, Dresdner RCM Global Investors LLC
Officer ("Dresdner RCM")
Eamonn F. Dolan, Principal, Dresdner RCM
Director
George N. Fugelsang, President, Chief Executive Officer and Member
Director of the Board of Managers, Dresdner Kleinwort
Benson North America LLC
Joachim Madler, Member of the Board of Managing Directors,
Director Dresdner Bank
William L. Price, Chief Investment Officer and Member of the
Director Board of Managers, Dresdner RCM
<PAGE>
Jeffrey S. Rudsten, Principal and Member of the Board of
Director Managers, Dresdner RCM
Kenneth B. Weeman, Jr., Chief Operating Officer and Member of the
Director Board of Managers, Dresdner RCM
ITEM 27. PRINCIPAL UNDERWRITERS
(a) The Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for SEI Daily Income Trust, SEI
Liquid Asset Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI
Institutional Managed Trust, SEI International Trust, Stepstone Funds,
The Advisors' Inner Circle Fund, The Pillar Funds, CUFund, STI Classic
Funds, CoreFunds, Inc., First American Funds, Inc., First American
Investment Funds, Inc., The Arbor Fund, Boston 1784 Funds(R), Marquis
Funds(R), Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The
Achievement Funds Trust, Bishop Street Funds, CrestFunds, Inc., STI
Classic Variable Trust, ARK Funds, Monitor Funds, FMB Funds, Inc., SEI
Asset Allocation Trust, TIP Funds, SEI Institutional Investments Trust,
First American Strategy Funds, Inc., Highmark Funds, Armada Funds,
Expedition Funds, and Oak Associate Funds pursuant to distribution
agreements dated July 15, 1982, November 29, 1982, December 3, 1982,
July 10, 1985, January 22, 1987, August 30, 1988, January 30, 1991,
November 14, 1991, February 28, 1992, May 1, 1992, May 29, 1992,
October 30, 1992, November 1, 1992, November 1, 1992, January 28, 1993,
June 1, 1993, August 17, 1993, January 3, 1994, July 16, 1993, December
27, 1994, January 27, 1995, March 1, 1995, August 18, 1995, November 1,
1995, January 11, 1996, March 1, 1996, April 1, 1996, April 28, 1996,
June 14, 1996, October 1, 1996, February 18, 1997, March 8, 1997, June
9, 1997, and February 27, 1998 respectively.
The Distributor provides numerous financial services to
investment managers, pension plan sponsors, and bank trust departments.
These services include fund evaluation, performance measurement, and
consulting services ("Funds Evaluation") and automated execution,
clearing and settlement of securities transactions ("MarketLink").
(b) The following are the directors and officers of the Distributor.
Unless otherwise noted, the business address of each director or
officer is 1 Freedom Valley Drive, Oaks, Pennsylvania 19456.
<PAGE>
Position and Positions and
Name Offices with Underwriter Offices with Trust
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Alfred P. West, Jr. Director, Chairman and Chief --
Executive Officer
Henry H. Greer Director, President & Chief --
Operating Officer
Carmen V. Romeo Director, Executive Vice --
President
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President --
Dennis J. McGonigle Executive Vice President --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Larry Hutchison Senior Vice President --
Jack May Senior Vice President
A. Keith McDowell Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kevin P. Robins Senior Vice President, General Vice President &
Counsel & Secretary Assistant Secretary
Kathryn L. Stanton Vice President & Assistant Vice President &
Secretary Assistant Secretary
Robert Crudup Vice President & Managing --
Director
Victor Galef Vice President & Managing --
Director
Kim Kirk Vice President & Managing --
Director
Carolyn McLaurin Vice President & Managing --
Director
<PAGE>
John Krzeminski Vice President & Managing --
Director
Donald Pepin Vice President & Managing --
Director
Mark Samuels Vice President & Managing --
Director
Wayne M. Withrow Vice President & Managing --
Director
Mick Duncan Vice President & Team Leader --
Cynthia M. Parrish Vice President & Assistant --
Secretary
Sandra K. Orlow Vice President Vice President &
Assistant Secretary
Robert Aller Vice President --
Marc H. Cahn Vice President & Assistant Vice President &
Secretary Assistant Secretary
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Vice President &
Secretary Assistant Secretary
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Kathy Heilig Vice President & Treasurer --
Michael Kantor Vice President --
Samuel King Vice President --
Jack May Senior Vice President --
W. Kelso Morrill Vice President --
Joanne Nelson Vice President --
Larry Pokora Vice President --
Kim Rainey Vice President --
Steve Smith Vice President --
Daniel Spaventa Vice President --
<PAGE>
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
Books or other documents required to be maintained by Section 31(a) of
the Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:
BankBoston, N.A. (investment adviser)
100 Federal Street
Boston, Massachusetts 02110
and
150 Royall Street,
Canton, Massachusetts 02021
Kleinwort Benson Investment Management Americas Inc. (investment adviser)
75 Wall Street
New York, New York 10005
and
10 Fenchurch Street
London, England EC3M 3HB
SEI Investments Mutual Fund Services (administrator and fund accountant)
1 Freedom Valley Drive
Oaks, Pennsylvania 19456
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
Not applicable.
NOTICE
A copy of the Agreement and Declaration of Trust for the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts and notice
is hereby given that this Registration Statement has been executed on behalf of
the Trust by an officer of the Trust as an officer and by its Trustees as
trustees and not individually and the obligations of or arising out of this
Registration Statement are not binding upon any of the Trustees, officers, or
Shareholders individually but are binding only upon the assets and property of
the Trust.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, the Registrant certifies that it meets all of the requirements for
effectiveness of this registration statement under Rule 485(b) under the
Securities Act and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Oaks, Commonwealth of Pennsylvania on the 20th day of August, 1998.
BOSTON 1784 FUNDS[registered mark]
By: /s/ Robert A. Nesher
Robert A. Nesher
President
Pursuant to the requirements of the Securities Act, this registration statement
has been signed below by the following persons in the capacities and on the
date(s) indicated.
/s/ Robert A. Nesher Trustee, President & Chief August 20, 1998
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Robert A. Nesher Executive Officer
/s/ Stephen G. Meyer Controller August 20, 1998
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Stephen G. Meyer
* Trustee August 20, 1998
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David H. Carter
* Trustee August 20, 1998
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Tarrant Cutler
* Trustee August 20, 1998
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Kenneth A. Froot
* Trustee August 20, 1998
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Sara L. Johnson
* Trustee August 20, 1998
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Kathryn F. Muncil
* Trustee August 20, 1998
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Alvin J. Silk
*By: /s/ Robert A. Nesher
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Robert A. Nesher
Executed by Robert A. Nesher, Attorney-in-fact on behalf of those indicated,
pursuant to Powers of Attorney previously filed.
