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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 6, 1999
1933 Act File No. 333-76475
1940 Act File No. 811-8046
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 1 /X/
(Check appropriate box or boxes)
BERGER INVESTMENT PORTFOLIO TRUST
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(Exact Name of Registrant as Specified in Charter)
210 University Boulevard, Suite 900, Denver, Colorado 80206
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (303) 329-0200
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Jack R. Thompson, 210 University Boulevard, Suite 900, Denver, CO 80206
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(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: Public Offering of shares
commenced prior to filing of this Post-Effective Amendment.
Title of Securities Being Registered: Shares of Beneficial Interest of the
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Berger Information Technology Fund - Institutional Shares
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No filing fee is due because Registrant has previously registered an indefinite
number of shares of beneficial interest pursuant to Rule 24f-2 under the
Investment Company Act of 1940.
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BERGER INVESTMENT PORTFOLIO TRUST
SHARES OF BENEFICIAL INTEREST
CROSS-REFERENCE SHEET PURSUANT TO RULE 481
I. Berger Information Technology Fund - Institutional Shares
Item No. and Caption in Form N-14 Section Heading
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Part A. PROSPECTUS
1. Beginning of Registration Cover pages of Proxy Statement/Prospectus
Statement and Outside Front
cover page of Prospectus
2. Beginning and Outside Back Page immediately following the front
Cover Page of Prospectus cover page of the Prospectus
3. Fee Table, Synopsis Why Has a Shareholders' Meeting Been
Information and Risk Factors Called?
How and When Will the Reorganization Be
Implemented?
What Will I Get in the Reorganization?
What Changes Will Result from the
Reorganization?
Who Will Manage the Fund's Portfolio
Following the Reorganization?
Who Is Berger?
How Does the New Fund Compare to the
Fund?
What are the Principal Risks of
Investing in the New Fund?
4. Information About the How and When Will the Reorganization Be
Transaction Implemented?
What Will I Get in the Reorganization?
Why Has a Shareholders' Meeting Been
Called?
What are the Expected Federal Income
Tax Consequences of the Reorganization?
How Does the New Fund Compare to the
Fund? - Shareholders' Rights
How Will the New Fund Be Capitalized?
5. Information About the How Does the New Fund Compare to the
Registrant Fund?
Organization of the New Fund
Preliminary Prospectus of the New Fund
-- Institutional Shares, incorporated
by reference into the Proxy
Statement/Prospectus
6. Information About the How Does the New Fund Compare to the
Company Being Acquired Fund?
Prospectus of the Fund, incorporated by
reference into the Proxy
Statement/Prospectus
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7. Voting Information Cover page of Proxy
Statement/Prospectus
No Dissenters' Rights of Appraisal
Solicitation of Proxies
Vote Required
Quorum and Voting
Organization of the New Fund
Principal Holders of Voting Securities
8. Interest of Certain Persons Not Applicable
and Experts
9. Additional Information Not Applicable
Required for Reoffering by
Persons Deemed to be
Underwriters
Part B. STATEMENT OF
ADDITIONAL
INFORMATION
10. Cover Page Front cover page of Statement of
Additional Information
11. Table of Contents Table of Contents on front cover page
of Statement of Additional Information
12. Additional Information about Preliminary Statement of Additional
the Registrant Information of the New Fund --
Institutional Shares, incorporated by
reference into the Statement of
Additional Information in N-14
13. Additional Information about Statement of Additional Information of
the Company Being Acquired the Fund, incorporated by reference
into the Statement of Additional
Information in N-14
14. Financial Statements Financial Statements in the Annual
Report to Shareholders of the Fund
dated February 28, 1999, incorporated
by reference into the Statement of
Additional Information in N-14
Part C.
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of Form N-14.
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EXPLANATORY NOTE
The sole purpose of this filing is to fulfill Registrant's prior
undertaking to file by post-effective amendment the Opinion and Consent of
Davis, Graham & Stubbs LLP (Exhibit 12) relating to the tax matters discussed in
Part A of Registrant's Registration Statement on Form N-14, filed April 16,
1999.
INCORPORATION BY REFERENCE
The following items are hereby incorporated by reference from the Rule
497 filing made May 28, 1999, by the Berger Investment Portfolio Trust:
Proxy Statement/Prospectus for the Acquisition of the Assets of
InformationTech 100-Registered Trademark- Fund (a series of Advisors
Series Trust) By and in Exchange for Shares of Berger Information
Technology Fund (a series of Berger Investment Portfolio Trust),
Dated May 26, 1999
Berger Information Technology Fund (a series of Berger
Investment Portfolio Trust) Statement of Additional
Information, Dated May 26, 1999, For Registration Statement
on Form N-14
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BERGER INVESTMENT PORTFOLIO TRUST
PART C. OTHER INFORMATION
ITEM 15. INDEMNIFICATION
The response to this item is incorporated by reference to Item 25 of
Part C of Post-Effective Amendment No. 19, filed January 22, 1999, to the
Registrant's Registration Statement on Form N-1A, 1933 Act File No. 33-69460
(the "Registration Statement").
ITEM 16. EXHIBITS
The Exhibit Index following the signature pages below is incorporated
herein by reference.
ITEM 17. UNDERTAKINGS
(a) 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
("1933 Act"), 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.
(b) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (a) 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 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
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement on Form N-14 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City and County
of Denver, State of Colorado, on the 6th day of July, 1999.
BERGER INVESTMENT PORTFOLIO TRUST
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(Registrant)
By Jack R. Thompson
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Name: Jack R. Thompson
Title: President
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 dates indicated.
Signature Title Date
--------- ----- ----
Jack R. Thompson President (Principal July 6, 1999
- --------------------------- Executive Officer)
Jack R. Thompson and Trustee
David J. Schultz Vice President July 6, 1999
- --------------------------- and Treasurer
David J. Schultz (Principal Financial Officer)
John Paganelli Assistant Treasurer July 6, 1999
- --------------------------- (Principal Accounting
John Paganelli Officer)
/s/ Dennis E. Baldwin* Trustee July 6, 1999
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Dennis E. Baldwin
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/s/ Louis R. Bindner* Trustee July 6, 1999
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Louis R. Bindner
/s/ Katherine A. Cattanach* Trustee July 6, 1999
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Katherine A. Cattanach
/s/ Paul R. Knapp* Trustee July 6, 1999
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Paul R. Knapp
/s/ Harry T. Lewis, Jr.* Trustee July 6, 1999
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Harry T. Lewis, Jr.
/s/ Michael Owen* Trustee July 6, 1999
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Michael Owen
/s/ William Sinclaire* Trustee July 6, 1999
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William Sinclaire
Janice M. Teague
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*By Janice M. Teague
Attorney-in-Fact
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BERGER INVESTMENT PORTFOLIO TRUST
EXHIBIT INDEX
N-1A EDGAR
Exhibit Exhibit
No. No. Name of Exhibit
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(1) Exhibit 1 Trust Instrument
(2) Exhibit 2 Bylaws
Exhibit 3 Not applicable
(3) Exhibit 4 Form of Agreement and
Plan of Reorganization
Exhibit 5 Not applicable
(4) Exhibit 6.1 Form of Investment
Advisory Agreement for
Berger Information
Technology Fund
(5) Exhibit 6.2 Form of Sub-Advisory
Agreement for Berger
Information Technology
Fund
(6) Exhibit 7 Form of Distribution
Agreement between the
Trust and Berger
Distributors, Inc.
Exhibit 8 Not applicable
(7) Exhibit 9 Form of Custody
Agreement
(8) Exhibit 10.1 Rule 12b-1 Plan for the
Investor Shares of the
Berger Information
Technology Fund
(9) Exhibit 10.2 Rule 18f-3 Plan for
the Berger Information
Technology Fund
(12) Exhibit 11 Opinion and consent of
Davis, Graham & Stubbs
LLP relating to the
legality of the shares
being registered
* Exhibit 12 EX-99.B12 Opinion and consent of
Davis, Graham & Stubbs
LLP relating to the
tax matters discussed
in Part A hereof
(10) Exhibit 13 Form of Administrative
Services Agreement for
Berger Information
Technology Fund
(12) Exhibit 14 Consent of McGladrey &
Pullen, LLP
Exhibit 15 Not applicable
(11) Exhibit 16 Powers of Attorney
Exhibit 17 Not applicable
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* Filed herewith.
Filed previously as indicated below and incorporated herein by reference:
(1) Filed as Exhibit 1 with Post-Effective Amendment No. 15 to the
Registrant's Registration Statement on Form N-1A, filed April 30, 1998.
(2) Filed as Exhibit 2 with Post-Effective Amendment No. 15 to the
Registrant's Registration Statement on Form N-1A, filed April 30, 1998.
(3) Filed herewith as Exhibit A to Proxy Statement/Prospectus in Part A
hereof.
(4) Filed as Exhibit 23(d)-8 with Post-Effective Amendment No. 20 to the
Registrant's Registration Statement on Form N-1A, filed April 16, 1999.
(5) Filed as Exhibit 23(d)-9 with Post-Effective Amendment 20 to the
Registrant's Registration Statement on Form N-1A, filed April 16, 1999.
(6) Filed as Exhibit 6 with Post-Effective Amendment No. 16 to the
Registrant's Registration Statement on Form N-1A, filed June 16, 1998.
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(7) Filed as Exhibit 8 with Post-Effective Amendment No. 6 to the
Registrant's Registration Statement on Form N-1A, filed November 27, 1995.
(8) Filed as Exhibit 23(m)-7 with Post-Effective Amendment 20 to the
Registrant's Registration Statement on Form N-1A, filed April 16, 1999.
(9) Filed as Exhibit 23(o) with Post-Effective Amendment 20 to the
Registrant's Registration Statement on Form N-1A, filed April 16, 1999.
(10) Filed as Exhibit 23(h)-9 with Post-Effective Amendment 20 to the
Registrant's Registration Statement on Form N-1A, filed April 16, 1999.
(11) Filed on the signature pages to Registrant's Registration Statement on
Form N-14, filed April 16, 1999.
(12) Filed as Exhibit number listed with Registrant's Registration
Statement on Form N-14, filed April 16, 1999.
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DAVIS, GRAHAM & STUBBS LLP
A Limited Liability Partnership
Attorneys at Law
370 17th Street
Suite 4700
Denver, CO 80202
303-892-9400 (telephone)
303-893-1379 (facsimile)
July 2, 1999
Berger Information Technology Fund
210 University Boulevard, Suite 900
Denver, CO 80206
InformationTech 100 Fund
160 Sansome Street
San Francisco, CA 94104
Ladies and Gentlemen:
You have requested our opinion concerning the federal income tax
consequences of the transactions contemplated in the Agreement and Plan of
Reorganization dated as of April 16, 1999 ("Reorganization Agreement") by and
between Advisors Series Trust ("AST"), a Delaware business trust, with respect
to its series InformationTech 100 Fund ("Acquired Fund") and Berger Investment
Portfolio Trust ("Trust"), a Delaware business trust, with respect to its series
Berger Information Technology Fund ("Acquiring Fund"). Pursuant to the
Reorganization Agreement, Acquired Fund will transfer all of its assets to
Acquiring Fund solely in exchange for (i) the assumption of Acquired Fund=s
liabilities, and (ii) the issuance by Acquiring Fund to Acquired Fund of shares
of beneficial interest of Acquiring Fund ("Acquiring Fund Shares"). Thereafter,
Acquired Fund will distribute such Acquiring Fund Shares to the holders of
shares of beneficial interest of Acquired Fund ("Acquired Fund Shares") in
complete liquidation of Acquired Fund. The foregoing steps shall be referred to
collectively as the "Reorganization." Unless otherwise indicated, capitalized
terms shall have the meanings given them in the Reorganization Agreement.
The opinions expressed herein are based solely upon current law, including
the Internal Revenue Code of 1986, as amended ("IRC"), applicable Treasury
Regulations, current positions of the Internal Revenue Service, and existing
judicial decisions.
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Berger Information Technology Fund
InformationTech 100 Fund
July 2, 1999
Page 2
In rendering this opinion, we have reviewed the Reorganization Agreement,
the Registration Statement on Form N-14 filed by the Trust on behalf of Acquired
Fund and Acquiring Fund with the Securities and Exchange Commission on April 16,
1999, in connection with the Reorganization (the "Registration Statement"), and
such other materials as we have deemed relevant. In addition, with your consent
we have relied upon representations provided to us by Acquired Fund and
Acquiring Fund in connection with our preparation of this opinion. Based upon
and subject to our review of such materials and in reliance upon such
representations, it is our opinion that:
(1) Acquiring Fund and Acquired Fund should be treated as corporations
separate from the other series of the Trust and AST, respectively.
(2) The transfer by Acquired Fund of all or substantially all of its
assets in exchange for Acquiring Fund Shares and the assumption by Acquiring
Fund of all of Acquired Fund's liabilities and the subsequent liquidation of
Acquired Fund pursuant to the Reorganization should constitute a
reorganization within the meaning of IRC Section 368(a)(1)(D), and Acquiring
Fund and Acquired Fund will each be a "party to the reorganization" within
the meaning of IRC Section 368(b).
(3) Acquired Fund should not recognize any gain or loss as a result of the
Reorganization.
(4) Acquiring Fund should not recognize any gain or loss on the receipt of
the assets of Acquired Fund in exchange for Acquiring Fund Shares in the
Reorganization.
(5) Acquiring Fund's adjusted tax basis and holding period in the assets
received from Acquired Fund in the Reorganization should be the same as the
adjusted tax basis and should include the holding period, respectively, of such
assets in the hands of Acquired Fund immediately prior to the Reorganization.
(6) The Shareholders of Acquired Fund who exchange Acquired Fund Shares
solely for Acquiring Fund Shares in the Reorganization should not recognize any
gain or loss upon such exchange.
(7) The aggregate tax basis of Acquiring Fund's shares received by each
shareholder of Acquired Fund in the Reorganization should be the same as the
aggregate tax basis of Acquired Fund Shares exchanged therefor.
(8) Each former Acquired Fund shareholder's holding period of Acquiring
Fund Shares received in the Reorganization should include the shareholder's
holding period of the Acquired Fund Shares exchanged for the Acquiring Fund
Shares, provided that such shareholder held such Acquired Fund Shares as a
capital asset.
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Berger Information Technology Fund
InformationTech 100 Fund
July 2, 1999
Page 3
(9) Acquiring Fund should succeed to and take into account the tax
attributes of Acquired Fund described in Section 381(c) of the Code, subject to
the conditions and limitations contained therein.
We express no opinion concerning any matter other than those matters
specifically addressed herein, or as to any transaction except those consummated
in accordance with the Reorganization Agreement. We express no opinion
concerning whether the Reorganization will qualify as a reorganization within
the meaning of Section 368(a)(1)(F) of the Code. Our opinion is based upon
applicable law and administrative and judicial interpretations thereof in effect
as of the date of hereof, all of which are subject to change, possibly with
retroactive effect. We undertake no obligation to update or supplement this
opinion to reflect any events or circumstances which may hereafter come to our
attention, or to address any changes in applicable law or administrative or
judicial interpretations thereof. This opinion may not be relied upon by any
persons other than the Trust, Acquiring Fund, Acquired Fund and shareholders of
Acquired Fund without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form N-14 referenced above and to the reference to the
name "Davis, Graham & Stubbs LLP" in the section of the Proxy
Statement/Prospectus included in the Registration Statement captioned "What are
the Expected Federal Income Tax Consequences of the Reorganization?".
Very truly yours,
DAVIS, GRAHAM & STUBBS LLP
