1933 Act File No. 33-89754
1940 Act File No. 811-8992
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No. ....................
Post-Effective Amendment No. 9 ....................... X
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 10 ................................... X
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FUNDMANAGER PORTFOLIOS
(formerly, FUNDMANAGER TRUST)
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
Victor R. Siclari, Esquire
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
(check appropriate box)
__ immediately upon filing pursuant to paragraph (b)
X on January 17, 1997 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a) (i) on ____________ pursuant
to paragraph (a) (i) 75 days after filing pursuant to paragraph (a)(ii) on
_________________ pursuant to paragraph (a)(ii) 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.
<PAGE>
Copies to:
John J. Danello Edward T. O'Dell, P.C
Freedom Capital Management Corporation Goodwin, Procter & Hoar
One Beacon Street One Exchange Place
Boston, Massachusetts 02108 Boston, Massachusetts 02109
<PAGE>
CROSS-REFERENCE SHEET
This Amendment to the Registration Statement of FUNDMANAGER PORTFOLIOS
(formerly, FundManager Trust)),which is comprised of six Portfolios: (1)
Aggressive Growth Portfolio, consisting of two classes of shares (a) Financial
Adviser Class and (b) No-Load Class; (2) Growth Portfolio, consisting of two
classes of shares (a) Financial Adviser Class and (b) No-Load Class; (3) Growth
with Income Portfolio, consisting of two classes of shares (a) Financial Adviser
Class and (b) No-Load Class; (4) Bond Portfolio, consisting of two classes of
shares (a) Financial Adviser Class and (b) No-Load Class; (5) Managed Total
Return Portfolio, consisting of one class of shares (a) Financial Adviser Class,
and (6) International Portfolio, consisting of two classes of shares (a)
Financial Adviser Class and (b) No-Load Class relates only to International
Portfolio and is comprised of the following (The remaining references to other
portfolios, with the exception of Item 23, have been kept for easier cross
reference.):
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
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<CAPTION>
<S> <C> <C>
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page....................(1-6) Cover Page.
Item 2. Synopsis......................(1-6) Summary of Fund Expenses.
Item 3. Condensed Financial
Information..................(1-5) Financial Highlights; (1-6) Performance Information.
Item 4. General Description of
Registrant...................(1-6) FundManager Portfolios; (1-5)
Investment Objectives; (6) Investment
Objective; (1-6) Investments of and
Investment Techniques Employed By
Mutual Funds in which the Portfolio
May Invest; (1-6) Investment Policies
and Restrictions; (1-5) Risks and
Other Considerations; (6) Additional
Risks and Other Considerations; (1-6)
Capitalization.
Item 5. Management of the Fund (1-6)
Management of FundManager Portfolios;
(1-6) The Adviser; (1-6) The
Administrator; (1-6) The
Distributors;(1-5) Custodian and
Transfer Agent; (6) Custodian; (6)
Transfer Agent, Dividend Disbursing
Agent, and Shareholder Servicing
Agent; (1a-5a,6) Service
Organizations; (1-6) Other Expenses;
(1-6) Portfolio Transactions.
Item 6. Capital Stock and Other
Securities...................(1-6) Dividends, Distributions and Taxes; (1-6) Voting; (1-6)
Shareholder Inquiries.
Item 7. Purchase of Securities Being
Offered......................(1-6) The Distributors;(1-6) Determination of Net Asset Value;
(1-6) Purchase of Shares; (1a-5a, 6) Retirement
Plans; (1a-5a,6) Individual Retirement Accounts; (1a-5a,6)
Defined Contribution Plan; (1a-5a,6) Exchange
Privilege; (1b-4b,6) FundManager Advisory Program.
Item 8. Redemption or Repurchase......(1-6) Redemption of Shares; (1a-5a,6) Redemption of Shares
Purchased Through a Distributor or Authorized
Securities Dealer; (1b-5b) Redemption of Shares Purchased
Through a Distributor; (1-5) Direct Redemption; (6)
Financial Adviser Class; (1a-5a,6) Redemption By Wire or
Telephone; (1a-5a,6) Systematic Withdrawal Plan; (6)
Limits on Redemptions.
Item 9. Legal Proceedings None.
<PAGE>
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
Item 10. Cover Page....................(1-6) Cover Page.
Item 11. Table of Contents.............(1-6) Table of Contents.
Item 12. General Information and
History (1-6) Other Information.
Item 13. Investment Objectives and
Policies.....................(1-6) Investment Policies; (1-6) Investment Restrictions.
Item 14. Management of the Fund (1-6) Management; (1-6) Trustees Compensation.
Item 15. Control Persons and Principal
Holders of Securities........(1-6) Management; (1-6) Other Information.
Item 16. Investment Advisory and Other
Services.....................(1-6) Management; (1-6) Investment Adviser
Item 17. Brokerage Allocation..........(1-6) Portfolio Transactions.
Item 18. Capital Stock and Other
Securities (1-6) Other Information.
Item 19. Purchase, Redemption and
Pricing of Securities Being
Offered......................(1-6) See Part A Prospectus - Purchase
of Shares; (1-6) See Part A Prospectus
- Redemption of Shares; (1-6) See Part
A Prospectus - Determination of Net
Asset Value.
Item 20. Tax Status....................(1-5) See Part A Prospectus - Dividends, Distributions and
Taxes; (6) The Portfolio's Tax Status.
Item 21. Underwriters (1-6) Management; (1-6) Administrator; (1-6) Distributors; (6)
Service Organizations.
Item 22. Calculation of Performance
Data.........................(1-6) Other Information; (1-6) Performance Information.
Item 23. Financial Statements..........Not applicable.
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Incorporated by reference pursuant to Rule 411 under the Securities Act of 1933,
Parts A and B of Post-Effective Amendment No. 7, filed October 21, 1997, in
their entirety.
PART C OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: Not applicable.
(b) Exhibits:
(l)(i) Conformed copy of the Master Trust Agreement of the Registrant; (4)
(ii) Conformed copy of the Amendment No. 1 to Master Trust Agreement; (4)
(iii) Conformed copy of the Amendment No. 2 to Master Trust Agreement; (11)
(iv) Conformed copy of the Amendment No. 3 to Master Trust Agreement; (11)
(2) Copy of By-Laws of the Registrant; (4)
(3) Not Applicable
(4) Not Applicable
(5) Conformed copy of the new Master Investment Advisory Contract and
Investment Advisory Contract Supplement for Aggressive Growth Portfolio, Growth
Portfolio, Growth with Income Portfolio, Bond Portfolio, Managed Total
Return Portfolio; (11)
(6) (i) Conformed copy of the Distributors Contract between Edgewood
Services Company and FundManager
Portfolios; (11)
(ii) Conformed copy of the Master Distributors Contract between
Tucker Anthony Incorporated and FundManager
Portfolios; (11)
(iii) Conformed copy of the Master Distributors Contract between
Sutro & Co. Incorporated and FundManager
Portfolios; (11)
(iv) Conformed copy of the Master Distributors Contract between
Freedom Distributors Corporation and FundManager Portfolios; (11)
(v) Form of Mutual Funds Sales and Service Agreement; (13)
(7) Not Applicable
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+ All exhibits have been filed electronically.
(4) Incorporated by reference to Post-Effective Amendment No.2 to the
Registrant's Registration Statement as filed with the Commission on
January 30, 1996. (File Nos. 33-89754 and 811-8992)
(11) Incorporated by reference to Post-Effective Amendment No.4 to the
Registrant's Registration Statement as filed with the Commission on
January 23, 1997. (File Nos. 33-89754 and 811-8992)
(13) Incorporated by reference to Post-Effective Amendment No. 8 to the
Registrant's Registration Statement as filed with the Commission
on November 26, 1997. (File Nos. 33-89754 and 811-8992)
<PAGE>
(8) Conformed copy of Custodian Agreement between FundManager Portfolios
and Investors Bank & Trust Company; (11)
(i) Domestic Custody and Accounting Fee Schedule; (12)
(ii) Conformed copy of Custodian Contract between
FundManager Portfolios and State Street Bank and
Trust Company; (13)
(9) (i) Conformed copy of the Administrative Services Agreement between
FundManager Portfolios and Federated Administrative Services; (11)
(ii) Conformed copy of the Transfer Agency and Service Agreement
between FundManager Portfolios and Investors
Bank & Trust Company; (11)
(iii) Conformed copy of Agreement for Transfer Agency
Services between FundManager Portfolios and Federated
Shareholder Services Company; (13)
(10) Opinion and Consent of counsel; (2)
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) (i) Amended and Restated Master Distribution Plan and Supplements
for the Financial Adviser Class of
shares; (3)
(ii) Amended and Restated Master Distribution Plan and
Supplements for the Financial Adviser Class of
shares; (13)
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+ All exhibits have been filed electronically.
(2) Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement as filed with the Commission on
May 3, 1995. (File Nos. 33-89754 and 811-8992)
(3) Incorporated by reference to Post-Effective Amendment No.1 to the
Registrant's Registration Statement as filed with the Commission on
July 28, 1995. (File Nos. 33-89754 and 811-8992)
(11) Incorporated by reference to Post-Effective Amendment No.4 to the
Registrant's Registration Statement as filed with the Commission on
January 23, 1997. (File Nos. 33-89754 and 811-8992)
(12) Incorporated by reference to Post-Effective Amendment No. 7 to the
Registrant's Registration Statement as filed with the Commission
on October 21, 1997. (File Nos. 33-89754 and 811-8992)
(13) Incorporated by reference to Post-Effective Amendment No. 8 to the
Registrant's Registration Statement as filed with the Commission
on November 26, 1997. (File Nos. 33-89754 and 811-8992)
<PAGE>
(16) Copy of Performance Data Calculations: Aggressive Growth Portfolio,
Growth Portfolio, Growth with Income Portfolio,
Bond Portfolio, Managed Total Return Portfolio; (2)
(17) Not Applicable
(18) (i) Multiple Class Expense Allocation Plan; (3)
(ii) Amended Multiple Class Expense Allocation Plan; +
(19) Conformed copy of Powers of Attorney of Trustees and Officers of
Registrant; (11)
ITEM 25. Persons Controlled by or Under Common Control with Registrant:
Not Applicable
ITEM 26. Number of Holders of Securities.
Title of Class Number of Record Holders
as of October 28, 1997
Aggressive Growth Portfolio
Financial Adviser Class 1,563
No-Load Class 143
Growth Portfolio
Financial Adviser Class 750
No-Load Class 129
Growth with Income Portfolio
Financial Adviser Class 870
No-Load Class 132
Bond Portfolio
Financial Adviser Class 231
No-Load Class 110
Managed Total Return Portfolio
Financial Adviser Class 605
International Portfolio
Financial Adviser Class 0
No-Load Class 0
ITEM 27. Indemnification; (4)
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+ All exhibits have been filed electronically.
(2) Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement as filed with the Commission on May
3, 1995. (File Nos. 33-89754 and 811-8992)
(3) Incorporated by reference to Post-Effective Amendment No.1 to the
Registrant's Registration Statement as filed with the Commission on July 28,
1995. (File Nos. 33-89754 and 811-8992)
(4) Incorporated by reference to Post-Effective Amendment No.2 to the
Registrant's Registration Statement as filed with the Commission on
January 30, 1996. (File Nos. 33-89754 and 811-8992)
(11) Incorporated by reference to Post-Effective Amendment No.4 to the
Registrant's Registration Statement as filed with the Commission on
January 23, 1997. (File Nos. 33-89754 and 811-8992)
<PAGE>
ITEM 28. Business and Other Connections of Investment Adviser:
For a description of the other business of the investment adviser, see the
section entitled "Management of FundManager Portfolios-The Adviser" in
Part A.
The names and principal occupations of each director and executive officer of
Freedom Capital Management Corporation are set forth below:
NAME BUSINESS AND OTHER CONNECTIONS
John H. Goldsmith President and Chief Executive Officer of
Freedom Securities Corporation; Chairman and Chief
Executive Officer of Tucker Anthony Incorporated;
Managing Director of Freedom Capital
Dexter A. Dodge Chairman and Director of Freedom Capital;
Vice President of Freedom Distributors Corporation
Lawrence G. Kirshbaum Chief Financial Officer of Freedom
Securities Corporation; Director of Tucker Anthony
Holding Corp., Sutro Group and John
Hancock Clearing Corporation; Managing Director of
Freedom Capital; Registered Principal of
Tucker Anthony Incorporated; Former Chief
Executive Officer of Kirshbaum & Co. and of
Prescott, Ball & Turben
John J. Danello Chief Operating Officer, Managing Director, Clerk and
General Counsel of Freedom Capital; President and
Director of Freedom Distributors Corporation
Richard V. Howe Managing Director of Freedom Capital
Arthur E. McCarthy Managing Director of Tucker Anthony Incorporated
Michael M. Spencer Senior Vice President and Director of
Fixed-Income
Investments of Freedom Capital; Portfolio Manager at
Shawmut Investment Advisers
Terrence J. Gerlich Managing Director of Freedom Capital
Charles B. Lipson President of the M.D. Hirsch Division of the
Adviser since February 1995; President and Chief
Operating Officer of the M.D. Hirsch Division of
Republic Asset Management Corporation from February
1991 to December 1994
Michael D. Hirsch Chairman, M.D. Hirsch Division of the Adviser since
February 1995; Vice President and Executive Vice
Chairman and Managing Director, Portfolio Manager
of M.D. Hirsch Division of Republic Asset Management
Corporation from June 1993 to February 1994
<PAGE>
ITEM 29. Principal Underwriters
(a) Edgewood Services, Inc. the Distributor for shares of the
Registrant, acts as principal underwriter for the following
open-end investment companies, including the Registrant: BT
Advisor Funds, BT Pyramid Mutual Funds, BT Investment Funds, BT
Institutional Funds, Excelsior Institutional Trust (formerly,
UST Master Funds, Inc.), Excelsior Tax-Exempt Funds, Inc.
(formerly, UST Master Tax-Exempt Funds, Inc.), Excelsior
Institutional Trust, FTI Funds, FundManager Portfolios,
Marketvest Funds, Marketvest Funds, Inc. and Old Westbury
Funds, Inc.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
Lawrence Caracciolo Director, President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Arthur L. Cherry Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
J. Christopher Donahue Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas P. Sholes Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ronald M. Petnuch Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas P. Schmitt Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Assistant Secretary
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas J. Ward Assistant Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Kenneth W. Pegher, Jr. Treasurer, --
Federated Investors Tower Edgewood Services, Inc.
<PAGE>
(ai) Freedom Distributors Corp., a Distributor for shares of the
Registrant, also acts as principal underwriter for the following open-end
investment companies: Freedom Mutual Fund and Freedom Group of Tax Exempt Funds.
(bi)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
John J. Danello President and Director Executive Vice
One Beacon Street of Freedom Distributors President of the
Boston, MA 02108 Corp. Registrant.
Michael G. Ferry Treasurer of Freedom --
One Beacon Street Distributors Corp.
Boston, MA 02108
Dexter A. Dodge Director of Freedom Trustee, Chairman
One Beacon Street Distributors Corp. and Chief
Boston, MA 02108 Executive Officer
of the Registrant.
Maureen M. Renzi Vice President and Clerk Assistant
One Beacon Street of Freedom Distributors Secretary of the
Boston, MA 02108 Corp. Registrant.
(aii) Tucker Anthony Incorporated, a Distributor for shares of the Registrant,
also acts as principal underwriter for the following open-end investment
companies: Freedom Mutual Fund and Freedom Group of Tax Exempt Funds.
(bii)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
John H. Goldsmith Chairman, Chief Executive --
One World Financial Center Officer and Director of
New York, NY 10281 Tucker Anthony Incorporated.
Robert H. Yevich President and Director of --
One World Financial Center Tucker Anthony Incorporated.
New York, NY 10281
Thomas A. Pasquale Executive Vice President --
One World Financial Center and Director of Tucker
New York, NY 10281 Anthony Incorporated.
Marc Menchel Executive Vice President, --
One World Financial Center Secretary and Clerk of
New York, NY 10281 Tucker Anthony Incorporated.
Thomas E Gilligan Treasurer and Chief Executive, --
One World Financial Center Officer of Tucker Anthony
New York, NY 10281 Incorporated.
<PAGE>
(aiii) Sutro & Co. Incorporated, a Distributor for shares of the
Registrant, also acts as principal underwriter for the following open-end
investment companies: Freedom Mutual Fund and Freedom Group of Tax Exempt Funds.
(biii)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
John F. Luikart President and Chief Executive --
201 California Street Officer of Sutro & Co.
San Francisco, CA 94111 Incorporated.
Mary Jane Delaney Executive Vice President --
201 California Street and General Counsel of
San Francisco, CA 94111 Sutro & Co. Incorporated.
John H. Goldsmith Director of Sutro & Co. --
One World Financial Center Incorporated.
New York, NY 10281
Fergus J. Henehan Executive Vice President of --
201 California Street Sutro & Co. Incorporated.
San Francisco, CA 94111
John W. Eisle Executive Vice President of --
201 California Street Sutro & Co. Incorporated.
San Francisco, CA 94111
Thomas R. Weinberger Executive Vice President of --
201 California Street Sutro & Co. Incorporated.
San Francisco, CA 94111
(c) Not Applicable.
ITEM 30. Location of Accounts and Records:
All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and the Rules 31a-1 through 31a-3 promulgated
thereunder will be maintained at one of the following locations:
Registrant Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Freedom Capital Management Corporation One Beacon Street
("Adviser") Boston Massachusetts 02108.
Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, Pennsylvania 15222-3779
Federated Shareholder Services Company P.O. Box 8600
("Transfer Agent and Dividend Boston, Massachusetts 02266-8600
Disbursing Agent and Shareholder
Servicing Agent")
State Street Bank and Trust Company P.O. Box 8600
("Custodian and Portfolio Boston, Massachusetts 02266-8600
Accountant")
<PAGE>
ITEM 31. Management Services:
Not applicable.
ITEM 32. Undertakings
Registrant hereby undertakes to comply with Section 16(c) of the 1940 Act
as though such provisions of the Act were applicable to the Registrant except
that the request referred to in the third full paragraph thereof may only be
made by shareholders who hold in the aggregate at least 10% of the outstanding
shares of the Registrant, regardless of the net asset value or values of shares
held by such requesting shareholders.
Registrant hereby undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
shareholders upon request and without charge.
Registrant hereby undertakes to file a post-effective amendment using
financial statements, which need not be certified, within four to six months
from the effective date of Registrant's Post- Effective Amendment No. 9.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, the Registrant, FUNDMANAGER PORTFOLIOS
(formerly, FundManager Trust), certifies that it meets all of the requirements
for effectiveness of this Amendment to its Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment
to its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Pittsburgh and the Commonwealth of
Pennsylvania on the 18th day of December, 1997.
FUNDMANAGER PORTFOLIOS
(formerly, FUNDMANAGER TRUST)
By: /s/ Victor R. Siclari
Victor R. Siclari, Secretary
December 18, 1997
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following person in
the capacity and on the date indicated:
NAME TITLE DATE
By: /s/ Victor R. Siclari Attorney in Fact December 18, 1997
Victor R. Siclari For the Persons
SECRETARY Listed Below
/s/Dexter A. Dodge* Chairman and Trustee
Dexter A. Dodge (Chief Executive Officer)
/s/Charles B. Lipson* President
Charles B. Lipson (Principal Executive Officer)
/s/Judith J. Mackin* Treasurer
Judith J. Mackin (Principal Financial and
Accounting Officer)
/s/Ernest T. Kendall* Trustee
Ernst T. Kendall
/s/Richard B. Osterberg* Trustee
Richard B. Osterberg
/s/John R. Haack* Trustee
John R. Haack
* By Power of Attorney
