As filed via EDGAR with the Securities and Exchange Commission on
September 15, 2000
Registration Statement No. 2-34277
ICA No. 811-1920
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. 46 |X|
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 26 |X|
STRALEM FUND
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(Exact Name of Registrant as Specified in Charter)
405 Park Avenue, New York NY 10022
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (212) 888-8123
Philippe E. Baumann, 405 Park Avenue, New York, NY 10022
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(Name and Address of Agent for Service)
Copy to:
Susan J. Penry-Williams, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
It is proposed that this filing will become effective (check appropriate box):
____ Immediately upon filing pursuant to paragraph (b)
____ On (date) pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
X 75 days after filing pursuant to paragraph (a)(2)
----
____ On (date) pursuant to paragraph (a)(1)
____ On (date) pursuant to paragraph (a)(2)
____ On (date) pursuant to paragraph (a)(2) of Rule 485
<PAGE>
The Prospectus and Statement of Additional Information for the Stralem III Fund
is incorporated by reference to the corresponding documents filed in Post-
Effective Amendment No. 44 with the Securities and Exchange Commission on August
3, 2000 pursuant to Rule 485(a) under the Securities Act of 1933, as amended.
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits.
(a) Charter
(1) Certificate of Trust dated January 27, 1999. (1)
(2) Trust Instrument dated January 27, 1999. (1)
(b) Trust Bylaws dated January 27, 1999. (1)
(c) Not applicable.
(d) Investment Advisory Contracts.
(1) Investment Advisory Agreement dated April 7, 1999 between
Registrant, on behalf of Stralem Fund, and Stralem & Company
Incorporated ("Stralem"). (1)
(2) Investment Advisory Agreement dated January 3, 2000 between
Registrant, on behalf of Stralem Equity Fund, and Stralem. (2)
(3) Form of Investment Advisory Agreement between Registrant, on
behalf of Stralem III Fund, and Stralem dated August 3, 2000.
(3)
(e) Distribution Agreements.
(1) Distribution Agreement dated April 30, 1999 between
Registrant, on behalf of Stralem Fund, and Stralem. (1)
(2) Distribution Agreement dated January 3, 2000 between
Registrant, on behalf of Stralem Equity Fund, and Stralem. (2)
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1 Filed electronically as an Exhibit to Post-Effective Amendment No. 40
to Registrant's Registration Statement on Form N-1A on February 26,
1999, accession number 0000922423-99-000367, and incorporated herein
by reference.
2 Filed electronically as an Exhibit to Post-Effective Amendment No. 42
to Registrant's Registration Statement on Form N-1A on January 10,
2000, accession number 0000922423-00-000042 and incorporated herein by
reference.
3 Filed electronically as an Exhibit to Post-Effective Amendment No. 44
to Registrant's Registration Statement on Form N-1A on August 3, 2000,
accession number 0000922423-99-001003 and incorporated herein by
reference.
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(3) Form of Distribution Agreement dated between Registrant, on
behalf of Stralem III Fund, and Stralem dated August 3,
2000.(3)
(f) The rights of holders of the securities being registered are set out in
Articles II, VII, IX and X of the Trust Instrument referenced in
Exhibit (a) above, and in Article IV of the Bylaws referenced in
Exhibit (b) above.
(g) Form of Custodian Agreement between Registrant and Schroder & Co., Inc.
(4)
(h) Not applicable.
(i) Legal Opinion.
(1) Opinion of Kramer Levin Naftalis & Frankel LLP dated April 29,
1999. (4)
(2) Opinion of Morris, Nichols, Arsht & Tunnell dated April 29,
1999. (4)
(3) Opinion and Consent of Kramer Levin Naftalis & Frankel LLP
dated September 14, 2000 relating to Stralem III Fund.
(4) Opinion of Morris, Nichols, Arsht & Tunnell dated September
14, 2000 relating to Stralem III Fund.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
(m) Not applicable.
(n) Not applicable.
(p) Codes of Ethics.
(1) Code of Ethics of Registrant dated February 3, 2000. (5)
(2) Code of Ethics of Stralem dated April 18, 2000. (5)
Item 24. Persons Controlled by or Under Common Control with Registrant.
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4 Filed electronically as an Exhibit to Post-Effective Amendment No. 41
to Registrant's Registration Statement on Form N-1A on April 29, 1999,
accession number 0000922423-99-000570 and incorporated herein by
reference.
5 Filed electronically as an Exhibit to Post-Effective Amendment No. 43
to Registrant's Registration Statement on Form N-1A on April 24, 2000,
accession number 0000922423-00-000656 and incorporated herein by
reference.
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<PAGE>
There are no persons controlled by or under common control with the Registrant.
Item 25. Indemnification.
Indemnification in Form of Trust Instrument for Delaware business trust.
Section 10.02 Indemnification
(a) Subject to the exceptions and limitations contained in Subsection
10.02(b):
(i) every person who is, or has been, a Trustee or officer of
the Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or
paid by him in connection with any claim, action, suit or proceeding
in which he becomes involved as a party or otherwise by virtue of
his being or having been a Trustee or officer and against amounts
paid or incurred by him in the settlement thereof;
(ii) the word "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal
or other, including appeals), actual or threatened while in office
or thereafter, and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before
which the proceeding was brought (A) to be liable to the Trust or
its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office or (B) not to have acted in good faith in the
reasonable belief that his action was in the best interest of the
Trust; or
(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office, (A) by the court
or other body approving the settlement; (B) by at least a majority
of those Trustees who are neither interested persons of the Trust
nor are parties to the matter based upon a review of readily
available facts (as opposed to a full trial-type inquiry); or (C) by
written opinion of independent legal counsel based upon a review of
readily available facts (as opposed to a full trial-type inquiry).
(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not be exclusive of
or affect any other rights to which any covered Persona and shall inure to the
benefit of the heirs, executors and administrators of such a person. Nothing
contained herein shall affect any rights to indemnification to which Trust
personnel, other than Covered Persons, and other persons may be entitled by
contact or otherwise under law.
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(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described in
Subsection (a) of this Section 10.02 may be paid by the Trust or Series from
time to time prior to final disposition thereof upon receipt of an undertaking
by or on behalf of such Covered person that such amount will be paid over by him
to the Trust or Series if it is ultimately determined that he is not entitled to
indemnification under this Section 10.02; provided, however, that either (i)
such Covered Person shall have provided appropriate security for such
undertaking, (ii) the Trust is insured against losses arising out of any such
advance payments or (iii) either a majority of the Trustees who are neither
interested persons of the Trust nor parties to the matter, or independent legal
counsel in a written opinion, shall have determined, based upon a review of
readily available facts (as opposed to a trial-type inquiry or full
investigation), that there is reason to believe that such Covered Person will be
found entitled to indemnification under this Section 10.02.
Item 26. Business and Other Connections of Investment Adviser.
The names and principal occupations of the officers and directors of
Stralem are:
Name and Title Principal Occupation
-------------- --------------------
Hirschel B. Abelson President
Director and President
Philippe E. Baumann Executive Vice President
Director and Executive Vice President
M. Joel Unger Vice President
Director and Vice President
Irene Bergman Assistant Vice President
Assistant Vice President
Philippe Labaune Assistant Vice President and
Assistant Vice President Assistant Secretary
Adam Abelson Assistant Vice President
Except for Mr. Unger, the address of each of the foregoing is 405 Park
Avenue, New York, NY 10022. Mr. Unger's address is 1650 Yates Street, Denver, CO
90203.
Item 27. Principal Underwriters.
(a) Stralem, the sole underwriter of Registrant, does not
act as a principal underwriter, depositor or investment adviser to
any other investment company.
(b) Please see the table furnished in response to Item 26
above. In addition, Mr. Baumann, the President and a Trustee of
Registrant, is the Executive Vice-President and a Director of
Stralem. Mr. Abelson, the Secretary and Treasurer of Registrant is
also the President of Stralem. Mr. Labaune, Vice-President of
Registrant, is also an Assistant Vice-President and Assistant
Secretary of Stralem.
(c) Inapplicable.
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<PAGE>
Item 28. Location of Accounts and Records.
All accounts and records are in the physical possession of
Registrant at 405 Park Avenue, New York, New York 10022.
Item 29. Management Services.
Not applicable.
Item 30. Undertakings.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Registrant has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State of
New York, on the 15th day of September, 2000.
STRALEM FUND
By: /s/ Philippe E. Baumann, President
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Philippe E. Baumann, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Signatures Title Dates
---------- ----- -----
/s/ Philippe E. Baumann Trustee and President September 15, 2000
------------------------ (Principal Executive
Philippe E. Baumann Officer)
/s/ Kenneth D. Pearlman Trustee September 15, 2000
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Kenneth D. Pearlman
/s/ Jean Paul Ruff Trustee September 15, 2000
------------------------
Jean Paul Ruff
/s/ Michael Rubin Trustee September 15, 2000
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Michael Rubin
/s/ Hirschel B. Abelson Secretary and Treasurer September 15, 2000
------------------------ (Principal Financial and
Hirschel B. Abelson Accounting Officer)
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<PAGE>
EXHIBIT INDEX
EX-99.i(a) Opinion and Consent of Kramer Levin Naftalis & Frankel LLP
dated September 14, 2000.
EX-99.i(b) Opinion of Morris, Nichols, Arsht & Tunnell dated September
14, 2000.
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