File No. 333-04675 and 811-7662
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No.
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[ X ] Post-Effective Amendment No. 3
(Check appropriate box or boxes)
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ACCOLADE FUNDS/MEGATRENDS FUND
(Exact Name of Registrant as Specified in Charter)
(800) 524-5332
(Registrant's Telephone Number, Including Area Code)
7900 Callaghan Road
San Antonio, Texas 78229
(Address of Principal Executive Offices)
Thomas D. Tays
7900 Callaghan Road
San Antonio, Texas 78229
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: Registrant proposeS that this
Registration Statement will become effective pursuant to Rule 488 under the
Securities Act of 1933.
No filing fee is required under the Securities Act of 1933 because an indefinite
number of shares of beneficial interest, without par value, has previously been
registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Registrant's Rule 24f-2 Notice for its most recent fiscal year was
filed on November 29, 1996.
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Part A, Combined Prospectus and Proxy Statement, and Part B, Statement of
Additional Information, are unchanged from the last Post-Effective Amendment.
Part C, Other Information, is unchanged except that Exhibit 12, Opinion and
Consent of Counsel as to Federal Tax Matters, is included herein.
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SIGNATURE PAGE
As required by the Securities Act of 1933, this registration statement has been
signed on behalf of the registrant, in the City of San Antonio and State of
Texas, on the 7th day of January, 1997.
Registrant: ACCOLADE FUNDS/MEGATRENDS FUND
/S/ FRANK E. HOLMES *
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Frank E. Holmes, President
As required by the Securities Act of 1933, this registration statement has been
signed below by the following persons in the capacities and on the date
indicated:
SIGNATURE TITLE DATE
/S/ FRANK E. HOLMES * President, Chief Executive January 7, 1997
- ------------------------- Officer, Trustee
Frank E. Holmes
/S/ RICHARD E. HUGHS * Trustee January 7, 1997
- -------------------------
Richard E. Hughs
/S/ CLARK R. MANDIGO * Trustee January 7, 1997
- -------------------------
Clark R. Mandigo
/S/ THOMAS D. TAYS Vice President, January 7, 1997
- ------------------------- Secretary
Thomas D. Tays
* By:
Thomas D. Tays
/S/ THOMAS D. TAYS
- -------------------------
Vice President, Secretary
Power of Attorney
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ITEM 16. EXHIBITS
( 1) Amended and Restated Master Trust Agreement of Registrant
( 2) By-Laws of Registrant
( 3) Not applicable
( 4) Agreement and Plan of Reorganization dated May 16, 1996, included as
Exhibit I of the Combined Proxy Statement and Prospectus
( 5) Specimen stock certificate of Registrant
( 6)
(a) Amended Investment Advisory Agreement, included as Exhibit III
of the Combined Proxy statement and Prospectus
(b) Sub-Advisory Agreement, included as Exhibit IV of the Combined
Proxy Statement and Prospectus
( 7) Not applicable
( 8) Not applicable
( 9) Copy of Custodian Agreement with Bankers Trust Company of
New York
(10) 12b-1 Plan included as Exhibit V of the Combined Proxy
Statement and Prospectus
(11) Opinion and consent of counsel as to the legality of securities
being registered
(12) * Opinion and consent of counsel as to Federal tax matters
(13) Not applicable
(14) Consent of public accountants, Arthur Andersen
(15) Not applicable
(16) Power of Attorney incorporated by reference to Post Effective
Amendment No. 2 to N-14 filed October 17, 1996
(17) Not applicable
* Filed herewith
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
1101 Pennsylvania Ave. N.W., Suite 800
Washington, D.C. 20004-2505
202 - 693 - 7000
Fax 202 - 639 - 7008
November 15, 1996
PRIVILEGED AND CONFIDENTIAL
ATTORNEY WORK PRODUCT
Accolade Funds
7900 Callaghan Road
San Antonio, Texas 78229
Re: Certain Federal Income Tax Consequences of Transaction
Between Leeb Personal Finance Fund
and the Leeb Value Fund
Ladies and Gentlemen:
You requested our advice as to whether the acquisition by the Leeb Value
Fund (the "Value Fund") of all of the property, assets and goodwill of the Leeb
Personal Finance Fund (the "Personal Finance Fund") in exchange solely for
shares of beneficial interest in the Value Fund, followed immediately by the
Personal Finance Fund's transfer of such shares to the shareholders of the
Personal Finance Fund in exchange for and in cancellation of the stock of the
Personal Finance Fund, will qualify as a "reorganization" within the meaning of
section 368(a) of the Internal Revenue Code of 1986, as presently in force (the
"Code"). Our opinion does not address any other question of federal tax law, nor
does it address the characterization of the transaction for state or local
income tax purposes.
The opinions expressed below are based upon the Code, the Income Tax
Regulations issued thereunder, existing judicial authority, and current
administrative rulings, and practice, all of which are subject to change,
prospectively or retroactively, at any time. We assume no obligation to modify
or supplement this opinion if any applicable laws change after the date hereof
or if we become aware of any facts that might change the opinions expressed
herein after the date hereof.
In connection with the rendering of this opinion, we have reviewed, and our
conclusions herein are based upon, the Agreement and Plan of Reorganization,
dated as of May 16, 1996 (the "Agreement"), a copy of which is attached as
Exhibit A, and the combined Leeb Personal Finance Fund and Leeb Value Fund Proxy
Statement and Prospectus dated October 15, 1996, a copy of which is attached as
Exhibit B. We have also relied upon an Officer's Certificate, dated September
17, 1996, of Frank E. Holmes, the Chief Executive Officer and a Director of
United Services Advisors, Inc., a copy of which is attached as Exhibit C, and an
Officer's Certificate, dated September 18, 1996, of Dr. Stephen Leeb, the Chief
Investment Officer of Leeb Investment Advisors and the President of Leeb
Personal Finance Investment Trust, a copy of which is attached as Exhibit D. Any
inaccuracy in, or breach of, any such representation or assumption could
adversely affect our opinion. Capitalized terms used herein and not otherwise
defined shall have the meanings given to them in the Agreement.
Based on and subject to the foregoing, we are of the following opinions:
(i) The acquisition by the Value Fund of all of the assets of the
Personal Finance Fund as provided for in the Agreement in
exchange for Value Fund shares will quality as a reorganization
within the meaning of Section 368(a) of the Code. The Personal
Finance Fund and Value Fund will each be a party to the
reorganization within the meaning of Section 368(b) of the Code;
(ii) no gain or loss will be recognized by the Personal Finance Fund
upon the transfer of all of its assets to the Value Fund in
exchange solely for voting shares of the Value Fund;
(iii) no gain or loss will be recognized by the Value Fund upon the
receipt of all of the assets of the Personal Finance Fund in
exchange solely for voting shares of the Value Fund;
(iv) the basis of the assets of the Personal Finance Fund received by
the Value Fund will be the same as the basis of such assets to
the Personal Finance Fund immediately prior to the exchange;
(v) the holding period of the assets of the Personal Finance Fund
received by the Value Fund will include the period during which
such assets were held by the Personal Finance Fund;
(vi) no gain or loss will be recognized to the shareholders of the
Personal Finance Fund upon the exchange of their shares in the
Personal Finance Fund for voting shares of the Value Fund;
(vii) the basis of the Value Fund voting shares received by the
Personal Finance Fund shareholders will be the same as the basis
of the shares of the Personal Finance Fund surrendered in
exchange therefor; and
(viii) the holding period of the Value Fund voting shares received by
the Personal Finance Fund shareholders will include the holding
period of Personal Finance Fund shares surrendered in exchange
therefor, provided that Personal Finance Fund shares were held as
a capital asset on the date of the exchange.
This opinion is solely for your information and it is not to be quoted in
whole or in part, summarized or otherwise referred to, nor is it to be filed
with or supplied to or relied upon by any governmental agency or other person
without the written consent of this firm. We understand for purposes of this
transaction it will be necessary to file this opinion as an exhibit to SEC Form
N-14.
Very truly yours,
/s/ Fried, Frank, Harris, Shriver & Jacobson
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FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
