As filed with the Securities and Exchange Commission on May 3, 2005
1933 Act File No. 333-93813
1940 Act File No. 811-09761
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | [ X ] |
Pre-Effective Amendment No. | [ ] |
Post-Effective Amendment No. 21_ | [ X ] |
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [ X ] |
Amendment No. 23 |
(Check appropriate box or boxes.)
POTOMAC INSURANCE TRUST
(Exact name of Registrant as Specified in Charter)
33 Whitehall Street, 10th Floor
New York, New York 10004
(Address of Principal Executive Office) (Zip Code)
Registrant’s Telephone Number, including Area Code: (646) 572-3390
Daniel D. O’Neill
33 Whitehall Street, 10th Floor
New York, New York 10004
(Name and Address of Agent for Service)
Copy to:
Angela L. Pingel, Esq. U.S. Bancorp Fund Services, LLC 615 East Michigan Milwaukee, WI 53202 |
It is proposed that this filing will become effective (check appropriate box)
[ X ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
THE POTOMAC INSURANCE TRUST
CONTENTS OF REGISTRATION STATEMENT
This amendment is comprised of the following:
(1) | Form Cover |
(2) | Part C of the Registration Statement (including signature page) |
The Prospectuses and Statements of Additional Information are incorporated by reference from the Definitive Materials pursuant to Rule 497C filed on Form 497 to this Registration Statement (File No. 333-93813) filed on May 4, 2005 in accession number 0000894189-05-001146. There have been no changes to the Prospectuses and Statements of Additional Information.
This amendment is being filed in order to file:
§ | Exhibit 99.i to this Registration Statement, the legality of shares opinion of Kirkpatrick & Lockhart Nicholson Graham LLP, legal counsel for the Registrant; |
§ | Exhibit 99.j.i to this Registration Statement, the consent of Ernst & Young, the Independent Registered Public Accounting Firm for the Registrant; and |
§ | Correspondence to this Registration Statement, the 485(b) letter of Kirkpatrick & Lockhart Nicholson Graham LLP, legal counsel for the Registrant. |
THE POTOMAC INSURANCE TRUST
PART C
OTHER INFORMATION
Item 23.Exhibits
(a) | Declaration of Trust(1) |
(b) | By-Laws(1) |
(c) | Voting trust agreement - None |
(d) | (i) | Investment Advisory Agreement between the Potomac Insurance Trust and Rafferty Asset Management, LLC(2) |
(ii) | Form of Investment Sudadvisory Agreement between Gustafson Baxter Financial Services, Inc. and Rafferty Asset Management, LLC(3) |
(iii) | Form of Investment Subadvisory Agreement between Portfolio Strategies, Inc. and Rafferty Asset Management, LLC - to be filed |
(iv) | Form of Investment Subadvisory Agreement between Flexible Plan Investments, Ltd. and Rafferty Asset Management, LLC(4) |
(v) | Form of Investment Subadvisory Agreement between Transamerica Investment Management, LLC and Rafferty Asset Management, LLC(8) |
(e) | (i) | Form of Distribution Agreement between the Potomac Insurance Trust and Rafferty Capital Markets, LLC(2) |
(ii) | Form of Dealer Agreement(2) |
(iii) | Form of Services Agreement(2) |
(f) | Bonus, profit sharing contracts - none |
(g) | Custodian Agreement between the Potomac Insurance Trust and U.S. Bank, NA(8) |
(h) | (i) | Transfer Agent Agreement between the Potomac Insurance Trust and U.S. Bancorp Fund Services, LLC(8) |
(ii) | Fund Accounting Servicing Agreement between the Potomac Insurance Trust and U.S. Bancorp Fund Services, LLC(8) |
(iii) | Fund Administrative Servicing Agreement between the Potomac Insurance Trust and U.S. Bancorp Fund Services, LLC(8) |
(iv) | Form of Participation Agreement(2) |
(i) | Opinion and consent of counsel - filed herewith |
(j) | (i) | Consent of independent registered public accounting firm -filed herewith |
(ii) | Powers of Attorney(5) |
(k) | Audited seed capital statements(3) |
(l) | Letter of investment intent(3) |
(m) | (i) | Class A Plan pursuant to Rule 12b-1(2) |
(ii) | Class B Plan Pursuant to Rule 12b-1(2) |
(iii) | Subadvised Plan Pursuant to Rule 12b-1(9) |
(n) | Plan pursuant to Rule 18f-3(2) |
(o) | Reserved |
(p) | (i) | Code of Ethics for Potomac Insurance Trust and Rafferty Asset Management, LLC(9) |
(ii) | Form of Code of Ethics of Gustafson Baxter Financial Services, Inc.(3) |
(iii) | Code of Ethics of Portfolio Strategies, Inc. - to be filed |
(iv) | Code of Ethics of Flexible Plan Investments, Ltd.(4) |
(v) | Code of Ethics of Rafferty Capital Markets, LLC(7) |
(vi) | Code of Ethics of Transamerica Investment Management, LLC(8) |
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(1) | Incorporated by reference to the Trust’s Initial Registration Statement on Form N-1A as filed with the Securities and Exchange Commission on December 29, 1999, EDGAR, Accession No. 0000898432-99-001184. |
(2) | Incorporated by reference to the Pre-effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A as filed with the Securities and Exchange Commission on May 9, 2000, EDGAR, Accession No. 0000898432-00-000381. |
(3) | Incorporated by reference to the Post-effective Amendment No. 13 to the Trust Registration Statement on Form N-1A, as filed with the Securities and Exchange Commission on April 30, 2004, EDGAR, Accession No. 0000898432-04-000405. |
(4) | Incorporated by reference to the Post-effective Amendment No. 12 to the Trust’s Registration Statement on Form N-1A, as filed with the Securities and Exchange Commission on April 9, 2004, EDGAR, Accession No. 0000898432-04-000330. |
(5) | Incorporated by reference to the Post-effective Amendment No. 7 to the Trust’s Registration Statement on Form N-1A as filed with the Securities and Exchange Commission on September 20, 2002, EDGAR, Accession No. 0000898432-02-000630 |
(6) | Incorporated by reference to the Post-effective Amendment No. 10 to the Trust’s Registration Statement on Form N-1A as filed with the Securities and Exchange Commission on January 28, 2004, EDGAR, Accession No. 0000898432-04-000081. |
(7) | Incorporated by reference to the Post-effective Amendment No. 11 to the Trust’s Registration Statement on Form N-1A as filed with the Securities and Exchange Commission on March 5, 2004, EDGAR, Accession No. 0000898432-04-000231. |
(8) | Incorporated by reference to the Post-effective Amendment No. 17 to the Trust’s Registration Statement on Form N-1A as filed with the Securities and Exchange Commission on October 15, 2004, EDGAR, Accession No. 0000894189-04-002152. |
(9) | Incorporated by reference to the Post-effective Amendment No. 20 to the Trust’s Registration Statement on Form N-1A as filed with the Securities and Exchange Commission on May 2, 2005, EDGAR, Accession No. 0000894189-05-001118. |
Item 24. Persons Controlled by or under
Common Control with Registrant
None.
Item 25. Indemnification
Article XI, Section 2 of the Trust’s Declaration of Trust provides that:
(a) Subject to the exceptions and limitations contained in paragraph (b) below:
(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 and/or by the appropriate Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in the settlement thereof;
(ii) the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened while a Covered Person is 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 or her office or (B) not to have acted in good faith in the reasonable belief that his or her 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 Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her 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 parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry or full investigation); 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); provided, however, that any Shareholder may, by appropriate legal proceedings, challenge any such determination by the Trustees, or by independent legal counsel.
(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 Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee or officer 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 Trustees and officers, and other persons may be entitled by contract or otherwise under law.
(d) Expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 2 may be paid by the Trust 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 or her to the Trust if it is ultimately determined that he or she is not entitled to indemnification under this Section 2; provided, however, that:
(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 2.
According to Article XII, Section 1 of the Declaration of Trust, the Trust is a trust and not a partnership. Trustees are not liable personally to any person extending credit to, contracting with or having any claim against the Trust, a particular Series or the Trustees. A Trustee, however, is not protected from liability due to willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
Article XII, Section 2 provides that, subject to the provisions of Section 1 of Article XII and to Article XI, the Trustees are not liable for errors of judgment or mistakes of fact or law, or for any act or omission in accordance with advice of counsel or other experts or for failing to follow such advice.
Item 26. Business and Other Connections of Investment Adviser
Rafferty Asset Management, LLC (the “Adviser”), 33 Whitehall Street, 10th Floor, New York 10004, offers investment advisory services. Information as to the officers and directors of the Adviser is included in its current Form ADV filed with the Securities and Exchange Commission (Registration Number 801-54679).
Gustafson Baxter Financial Services, Inc. (“GBFS”),3934 North Hampton Drive, Powell, Ohio 43065, offers investment advisory services. Information as to the officers and directors of GBFS is included in its current Form ADV filed with the Securities and Exchange Commission (Registration Number 801-44147).
Portfolio Strategies, Inc. (“PSI”), 1102 Broadway, #302, Tacoma, Washington 98402, offers investment advisory services. Information as to the officers and directors of PSI is included in its current Form ADV filed with the Securities and Exchange Commission (Registration Number 801-18475).
Flexible Plan Investments, Ltd. (“Flexible Plan”),3883 Telegraph Road, Suite 100, Bloomfield Hills, Michigan, 48302, offers investment advisory services. Information as to the officers and directors of Flexible Plan is included in its current Form ADV filed with the Securities and Exchange Commission (Registration Number 801-21073).
Transamerica Investment Management, LLC (“Transamerica”), 1150 South Olive Street, Los Angeles, California 90015, offers investment advisory services. Information as to the Officers and Directors of Transamerica is included in its current Form ADV filed with the Securities and Exchange Commission (Registration Number 801-57089).
Item 27. Principal Underwriter
(a) Rafferty Capital Markets, LLC, 59 Hilton Avenue, Garden City, NY 11530, serves as principal underwriter for the Potomac Funds,Badgley Funds, Berkshire Funds, Bremer Funds, Marketocracy Funds, Kirr Marbach Funds, Leuthold Funds, and Texas Capital Value Funds.
(b) The director and officers of Rafferty Capital Markets, LLC are:
Name | Positions and Offices with Underwriter | Position and Offices with Registrant | ||
Thomas A. Mulrooney | President | Chief Operating Officer | ||
Lawrence C. Rafferty | Director | Chief Executive Officer, Chairman of the Board of Trustees | ||
Stephen P. Sprague | CFO | Treasurer, and Secretary |
The principal business address of each of the persons listed above is 59 Hilton Avenue, Garden City, NY 11530.
Item 28. Location of Accounts and Records
The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 are maintained in the physical possession of the Potomac Funds’ investment adviser, subadviser, administrator, custodian, subcustodian, or transfer agent.
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Registrant hereby undertakes to furnish each person to whom a prospectus is delivered a copy of its latest annual report to Shareholders, upon request and without charge.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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 this Post-Effective Amendment No. 20 its Registration Statement meets all the requirements for effectiveness pursuant to Rule 485(b) of the Securities Act of 1933, as amended, and the Registrant has duly caused this Post-Effective Amendment No. 21 its Registration Statement on Form N1-A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York on May 3, 2005.
POTOMAC INSURANCE TRUST
By: /s/ Daniel D. O’Neill
Daniel D. O’Neill
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 21 to its Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Lawrence C. Rafferty* Lawrence C. Rafferty | Chairman of the Board | May 3, 2005 | |
Jay F. Higgins* Jay F. Higgins | Trustee | May 3, 2005 | |
Daniel J. Byrne* Daniel J. Byrne | Trustee | May 3, 2005 | |
Kevin G. Boyle* Kevin G. Boyle | Trustee | May 3, 2005 | |
Gerald E. Shanley III* Gerald E. Shanley III | Trustee | May 3, 2005 | |
/s/ Daniel D. O’Neill Daniel D. O’Neill | President and Chief Executive Officer | May 3, 2005 | |
/s/ Timothy P. Hagan Timothy P. Hagan | Chief Financial Officer | May 3, 2005 | |
*By:/s/ Daniel D. O’Neill Daniel D. O’Neill, President, Chief Executive Officer and Attorney-In Fact |
INDEX TO EXHIBITS | ||
Exhibit Number | Description | |
(i) | Opinion and consent of counsel | |
(j)(i) | Consent of Independent Registered Public Accounting Firm |