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. 13 ...................... X
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 14 ................................... X
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FUNDMANAGER PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
One Beacon Street, Boston, Massachusetts 02108
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
Victor R. Siclari, Esquire
Federated Investors Tower
1001 Liberty Avenue
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 DECEMBER 25, 1998_ pursuant to paragraph (b)(1)(iii)
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.
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
PART C OTHER INFORMATION
ITEM 23. EXHIBITS
(a) (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)
(b) Copy of By-Laws of the Registrant; (4) (c) Not Applicable
(d) (i) 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)
(ii) Conformed copy of the Investment Advisory Contract Supplement
for the International Portfolio; (15)
(iii) Conformed copy of Master Investment Advisory Contract
dated 5/20/98 between FundManager Portfolios and
Freedom Capital Management Corporation; (16)
(e) (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; (14) (vi)
Conformed copy of Exhibit B to the Distributor's
Contract between FundManager Portfolios and Edgewood
Services, Inc. with respect to the Financial Adviser
Class and the No-Load Class of the International
Portfolio; (15)
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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)
(14) Incorporated by reference to Post-Effective Amendment No. 10 to the
Registrant's Registration Statement as filed with the Commission on
December 29, 1997. (File Nos. 33-89754 and 811-8992)
(15) Incorporated by reference to Post-Effective Amendment No.11 to the
Registrant's Registration Statement as filed with the Commission on January
28, 1998. (File Nos. 33-89754 and 811-8992)
(16) Incorporated by reference to Post-Effective Amendment No.12 to the
Registrant's Registration Statement as filed with the Commission on October
1, 1998. (File Nos. 33-89754 and 811-8992)
<PAGE>
(vii) Conformed copy of the Distribution Contract Supplement between
FundManager Portfolios and Freedom Distributors with respect
to the International Portfolio; (15)
(f) Not Applicable
(viii) Conformed copy of Master Distribution Contract dated 5/20/98
between FundManager Portfolios and Freedom Distributors
Corporation; (16)
(viv) Conformed copy of Master Distribution Contract dated
5/20/98 between FundManager Portfolios and Tucker
Anthony Incorporated; (16)
(x) Conformed copy of Master Distribution Contract dated
5/20/98 between FundManager Portfolios and Sutro & Co.
Incorporated; (16)
(g) 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)
(iii) Conformed copy of Amendment No. 1 to Custodian
Contract; (16)
(h) (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)
(iv) Conformed copy of Amendment #1 to Schedule A to Administrative
Services Agreement between FundManager Portfolios and
Federated Administrative Services; (15)
(i) Opinion and Consent of counsel; (2) (j) Conformed copy of Consent of
Independent Auditors; (15) (k) Not Applicable (l) Not Applicable
(m) (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)
(iii) Conformed copy of the Amended and Restated
Distribution Plan Supplement for the Financial
Adviser Class of International Portfolio; (15)
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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)
(15) Incorporated by reference to Post-Effective Amendment No.11 to the
Registrant's Registration Statement as filed with the Commission on
January 28, 1998. (File Nos. 33-89754 and 811-8992)
<PAGE>
(n) Copy of Financial Data Schedules; (15)
(o) (i) Multiple Class Expense Allocation Plan; (3)
(ii) Amended Multiple Class Expense Allocation Plan; (13)
(iii) Addendum #1 to the Multiple Class Expense
Allocation Plan; (15)
(p) Conformed copy of Powers of Attorney of Trustees and
Officers of Registrant; (11)
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:
Not Applicable
ITEM 25. 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)
(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)
(15) Incorporated by reference to Post-Effective Amendment No.11 to the
Registrant's Registration Statement as filed with the Commission on January
28, 1998. (File Nos. 33-89754 and 811-8992)
<PAGE>
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:
For a description of the other business of the investment adviser, see the
section entitled "Who Manages The Trust" 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;
Director of Freedom Capital
Dexter A. Dodge Chairman, C.E.O. and Director of Freedom Capital;
Chairman of the Board of Trustees of the
FundManager ...... Portfolios; Vice President of Freedom Distributors
Corporation
William C. Dennis Chief Financial Officer of Freedom
Securities Corporation; Director of Freedom Capital
John J. Danello Chief Operating Officer, Managing Director, Clerk
and General Counsel of Freedom Capital; Executive
Vice President, President and Director of
Freedom ...... Distributors Corporation; President of the
FundManager Portfolios
Michael M. Spencer Senior Vice President and Director of Freedom
Capital; Portfolio Manager at Shawmut Investment
Advisers
Michael D. Hirsch Chief Investment Officer, FundManager 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 27. 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:
Deutsche Portfolios, Deutsche Funds, Inc., Excelsior Funds,
Excelsior Funds, Inc., (formerly, UST Master Funds, Inc.),
Excelsior Institutional Trust, Excelsior Tax-Exempt Funds, Inc.
(formerly, UST Master Tax-Exempt Funds, Inc.), FTI Funds,
FundManager Portfolios, Great Plains Funds, Marketvest Funds,
Marketvest Funds, Inc., Old Westbury Funds, Inc., Robertsons
Stephens Investment Trust, WesMark Funds and WCT Funds.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
Lawrence Caracciolo Director, President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Arthur L. Cherry Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
J. Christopher Donahue Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Ronald M. Petnuch Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Thomas P. Schmitt Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Thomas P. Sholes Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Ernest L. Linane Assistant Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
S. Elliott Cohan Secretary, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Thomas J. Ward Assistant Secretary, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Kenneth W. Pegher, Jr. Treasurer, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
<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
Marc Menchel Executive Vice President, --
One World Financial Center Secretary and Clerk of
New York, NY 10281 Tucker Anthony Incorporated.
John Mullin Treasurer and Chief Financial --
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 Chairman of Sutro & Co. --
One Beacon Street Incorporated.
Boston, MA 02108
John W. Eisele Executive Vice President of --
201 California Street Sutro & Co. Incorporated.
San Francisco, CA 94111
Thomas R. Weinberger Executive Vice President of --
11150 Santa Monica Blvd. Sutro & Co. Incorporated.
Suite 1500
Los Angeles, CA 90025
Ray Minehan Executive Vice President of
201 California Street Sutro & Co. Incorporated
San Francisco, CA 94111
Jerry Phillips Executive Vice President of
201 California Street Sutro & Co. Incorporated
San Francisco, CA 94111
(c) Not Applicable.
<PAGE>
ITEM 28. 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
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(Notices should be sent to the
Agent for Service at above
address.)
One Beacon Street
Boston, Massachusetts 02018
Freedom Capital Management Corporation One Beacon Street
("Adviser") Boston Massachusetts 02108.
Federated Administrative Services Federated Investors Tower
("Administrator") 1001 Liberty Avenue
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")
ITEM 29. MANAGEMENT SERVICES:
Not applicable.
ITEM 30. UNDERTAKINGS
Registrant hereby undertakes to comply with Section 16(c) of the 1940 Act
with respect to the removal of Trustees and the calling of special shareholder
meetings by shareholders.
<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
has duly caused this Amendment to its Registration Statement to be signed on its
behalf by the undersigned, duly authorized, in the City of Pittsburgh and the
Commonwealth of Pennsylvania on the 25th day of November, 1998.
FUNDMANAGER PORTFOLIOS
By: /s/ Victor R. Siclari
Victor R. Siclari, Secretary
November 25, 1998
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 November 25, 1998
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
