As filed with the Securities and Exchange Commission
on June 6, 2003
Securities Act File No. 333-103991
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1
MONARCH FUNDS
(Exact Name of Registrant as Specified in Charter)
Two Portland Square, Portland, Maine 04101
(Address of Principal Executive Offices) (Zip Code)
(207) 879-1900
(Registrant's Area Code and Telephone Number)
Leslie K. Klenk
Forum Administrative Services, LLC
Two Portland Square
Portland, ME 04101
Copies of Communications to:
R. Darrell Mounts, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue NW 2nd Floor
Washington, DC 20036-1800
Approximate Date of Proposed Public Offering:
As soon as practicable after this
Registration Statement becomes effective.
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Title of securities being registered: Universal Shares, Institutional Service
Shares and Investor Shares of Daily Assets Government Fund and Daily Assets Cash
Fund and Universal Shares and Institutional Service Shares of Daily Assets
Treasury Fund.
Pursuant to Rule 429, a filing fee is not required because the Registrant has
previously registered an indefinite number of its Shares under the Securities
Act of 1933, as amended, pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended.
Parts A and B are incorporated herein by reference from the registration
statement filed April 24, 2003 (accession number 0001004402-03-000262).
This Post-Effective Amendment is being filed solely to file as an exhibit to
Item 16 (12) in this registration statement the tax opinions of Kirkpatrick &
Lockhart LLP, tax counsel for the registrant.
PART C
OTHER INFORMATION
ITEM 15 - INDEMNIFICATION.
AGREEMENT AND DECLARATION OF TRUST
The Registrant's Agreement and Declaration of Trust requires the Registrant to
indemnify existing or former trustees and officers of the Registrant to the
fullest extent permitted by law against liability and expenses. There is no
indemnification if, among other things, any such person is adjudicated liable to
the Registrant 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. This description is qualified in its entirety by the contents of the
Agreement and Declaration of Trust included in this Registration Statement as
Exhibit 16(1) and which is incorporated herein by reference.
DISTRIBUTION AGREEMENT
The Registrant's Distribution Agreement requires the Registrant's distributor to
indemnify, defend and hold the Registrant and its several officers and trustees
free and harmless from and against any and all claims, demands, actions, suits,
judgments, liabilities, losses, damages, cots, charges, reasonable counsel fees
and other expenses of ever nature and character (including the cost of
investigating or defending such claims, demands, actions, suits or liabilities
and any reasonable counsel fees incurred in connection therewith) (collectively,
"Damages") but only if such Damages arise out of or are based upon:
(i) any alleged untrue statement of a material fact contained in the
Registration Statement or Prospectus or any alleged omission of a
material fact required to be stated or necessary to make the statements
therein not misleading, if such statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Trust in writing in connection with the preparation of the Registration
Statement or Prospectus by or on behalf of the distributor; or
(ii) any error of judgment or mistake of law, for any loss arising out
of any investment, or for any action or inaction of the distributor in
the absence of bad faith, willful misfeasance or gross negligence in
the performance of the distributor's duties or obligations under this
Agreement or by reason or the distributor's reckless disregard of its
duties and obligations under this Agreement.
This description is qualified in its entirety by the contents of the
Distribution Agreement included in this Registration Statement as Exhibit 16(7)
and which is incorporated herein by reference.
INVESTMENT ADVISORY AGREEMENT
The Registrant's Investment Advisory Agreement provides the adviser will be
liable to the Registrant for error of judgment or mistake of law, for any loss
arising out of any investment, or in any event due resulting from willful
misfeasance, bad faith or gross negligence in the performance of its duties
under the agreement, or by reason of reckless disregard of its obligations and
duties under the agreement.
This description is qualified in its entirety by the contents of the Investment
Advisory Agreement included in this Registration Statement as Exhibit 16(6) and
which is incorporated herein by reference.
OTHER AGREEMENTS OF THE REGISTRANT
The Registrant's Administration Agreement requires the Registrant's
administrator to indemnify and hold harmless the Registrant, its employees,
agents, trustees, and officers against and from any and all claims, demands,
actions, suits, judgments, liabilities, losses, damages, costs, charges,
reasonable counsel fees and other expenses of ever nature and character
(collectively, "Damages") arising out of the administrator's actions taken or
failures to act with respect to a series of the Registrant due to bad faith,
willful misfeasance or gross negligence in the performance of the
administrator's duties or obligations under the agreement or by reason of the
administrator's reckless disregard of its duties and obligations under the
agreement.
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The Registrant's Transfer Agency Agreement and Fund Accounting Agreement contain
similar indemnification language.
This description is qualified in its entirety by the contents of the
Administration Agreement, the Transfer Agency Agreement, and the Fund Accounting
Agreement included in this Registration Statement as Exhibit 16(13)(a), Exhibit
16(13)(b), and Exhibit 16(13)(c), respectively, and which are incorporated
herein by reference.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to trustees, 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court 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.
ITEM 16 - EXHIBITS.
(1) Agreement and Declaration of Trust dated February 7, 2003 (Exhibit
incorporated by reference as filed in Post-Effective Amendment No. 32
to the Registrant's Registration Statement on Form N-1a via EDGAR on
April 23, 2003, accession number 0001004402-03-000257).
(2) By-Laws dated February 11, 2003 (Exhibit incorporated by reference as
filed in Post-Effective Amendment No. 32 to the Registrant's
Registration Statement on Form N-1a via EDGAR on April 23, 2003,
accession number 0001004402-03-000257).
(3) None.
(4) Form of Agreement and Plan of Reorganization between Registrant and
Forum Funds is filed herewith as Exhibit A to the Proxy
Statement/Prospectus.
(5) Sections 2.10 and 10.3 and Article VII of the Agreement and Declaration
of Trust filed as Exhibit 16(1).
(6) Investment Advisory Agreement between Registrant and Forum Investment
Advisors, LLC dated April 23, 2003 (Exhibit incorporated by reference
as filed in Post-Effective Amendment No. 32 to the Registrant's
Registration Statement on Form N-1A via EDGAR on April 23, 2003,
accession number 0001004402-03-000257).
(7) (a) Distribution Agreement between the Registrant and Forum Fund
Services, LLC dated April 23, 2003 (Exhibit INCORPORATED by reference
as filed in Post-Effective Amendment No. 32 to the Registrant's
Registration Statement on Form N-1a via EDGAR on April 23, 2003,
accession number 0001004402-03-000257).
(b) Form of Selected Dealer Agreement between Forum Fund Services, LLC
and securities brokers (Exhibit incorporated herein by reference as
filed as Exhibit (e)(1) in PEA 105 via EDGAR on November 2, 2001,
accession number 0001004402-01-500277).
(8) None.
(9) None.
(10)(a) Distribution Plan for Investor Shares dated February 11, 2003
(Exhibit incorporated by reference as filed in Post-Effective Amendment
No. 32 to the Registrant's Registration Statement on Form N-1a via
EDGAR on April 23, 2003, accession number 0001004402-03-000257).
(b) Multiclass (Rule 18f-3) Plan dated February 11, 2003 (Exhibit
incorporated by reference as filed in Post-Effective Amendment No. 32
to the Registrant's Registration Statement on Form N-1a via EDGAR on
April 23, 2003, accession number 0001004402-03-000257).
(11) Opinion and consent of Kirkpatrick & Lockhart LLP regarding legality of
securities (Exhibit incorporated by reference as filed in
in Pre-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-14 via EDGAR on April 24, 2003, accession
number 0001004402-03-000262).
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Form N-14 via EDGAR on April 24, 2003, accession number
0001004402-03-000262).
(12) Opinion and consent of Kirkpatrick & Lockhart LLP regarding the tax
consequences of each reorganization (filed herewith).
(13) (a) Administration Agreement between Registrant and Forum
Administrative Services, LLC dated February 11, 2003 (Exhibit
incorporated by reference as filed in Post-Effective Amendment No. 32
to the Registrant's Registration Statement on Form N-1A via EDGAR on
April 23, 2003, accession number 0001004402-03-000257).
(b) Transfer Agency Agreement between Registrant and Forum Administrative
Services, LLC dated February 11, 2003 (Exhibit incorporated by
reference as filed in Post-Effective Amendment No. 32 to the
Registrant's Registration Statement on Form N-1A via EDGAR on April 23,
2003, accession number 0001004402-03-000257).
(c) Shareholder Service Agreement between Registrant and Forum
Administrative Services, LLC dated February 11, 2003 relating to
Institutional Shares, Institutional Service Shares, and Investor Shares
(Exhibit incorporated by reference as filed in Post-Effective Amendment
No. 32 to the Registrant's Registration Statement on Form N-1a via
EDGAR on April 23, 2003, accession number 0001004402-03-000257).
(d) Fund Accounting Agreement between Registrant and Forum Accounting
Services, LLC dated February 11, 2003 (Exhibit INCORPORATED by
reference as filed in Post-Effective Amendment No. 32 to the
Registrant's Registration Statement on Form N-1a via EDGAR on April 23,
2003, accession number 0001004402-03-000257).
(14) Consents of independent accountants (Exhibit incorporated by reference
as filed in Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-14 via EDGAR on April 24, 2003,
accession number 0001004402-03-000262).
(15) None.
(16) (a) Powers of Attorney of John Y. Keffer, James C. Cheng, J. Michael
Parish and Costas Azariadis, Trustees of Registrant and Core Trust
(Delaware) (Exhibit incorporated by reference as filed with the
Registrant's Registration Statement on Form N-14 via Edgar on March 24,
2003, accession number 0001004402-03-000242).
(17) (a) Form of Proxy Card for Daily Assets Treasury Obligations Fund
(Exhibit incorporated by reference as filed with the Registrant's
Registration Statement on Form N-14 via Edgar on March 24, 2003,
accession number 0001004402-03-000242).
(b) Proxy Card for Daily Assets Government Obligations Fund (Exhibit
incorporated by reference as filed with the Registrant's Registration
Statement on Form N-14 via Edgar on March 24, 2003, accession number
0001004402-03-000242).
(c) Proxy Card for Daily Assets Cash Fund (Exhibit incorporated by
reference as filed with the Registrant's Registration Statement on Form
N-14 via Edgar on March 24, 2003, accession number
0001004402-03-000242).
ITEM 17 - UNDERTAKINGS
(1) The undersigned registrant agrees that prior to any public re-offering 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 [17 CFR
230.145c], the re-offering prospectus will contain the information called for by
the applicable registration form for re-offerings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a 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 Securities 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.
(3) The undersigned Registrant agrees to file copies of the tax opinions
required to be filed as an exhibit to the
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registration statement by Item 16 (12) of Form N-14 under the Securities Act of
1933, as amended, by means of a post-effective amendment to the registration
statement.
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SIGNATURES
As required by the Securities Act of 1933, this Registration Statement
has been signed on behalf of the Registrant in the city of Portland and State of
Maine, June 6, 2003.
MONARCH FUNDS
By: /S/ JOHN Y. KEFFER
------------------------------
John Y. Keffer
President
As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
- --------- ----- -----
Principal Executive Officer
/S/ JOHN Y. KEFFER Chairman June 6, 2003
- --------------------------- and President
John Y. Keffer
Principal Financial
and Accounting Officer
/S/ STACEY A. HONG Treasurer June 6, 2003
- ---------------------------
Stacey A. Hong
A majority of the Trustees
/S/ JOHN Y. KEFFER June 6, 2003
- ---------------------------
John Y. Keffer
Costas Azariadis, Trustee
James C. Cheng, Trustee
J. Michael Parish, Trustee
/S/ JOHN Y. KEFFER June 6, 2003
- ---------------------------
By: John Y. Keffer
(Attorney-in-fact)*
*Pursuant to powers of attorney previously filed as Other Exhibits (A) to
this Registration Statement.
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SIGNATURES
On behalf of Core Trust (Delaware), being duly authorized, I have duly caused
this Registration Statement of Monarch Funds to be signed in the City of
Portland, State of Maine on June 6, 2003.
CORE TRUST (DELAWARE)
By: /S/ JOHN Y. KEFFER
-----------------------------------------
John Y. Keffer, President
On behalf of Core Trust (Delaware), this Registration Statement of Monarch Funds
has been signed below by the following persons in the capacities indicated on
June 6, 2003.
(a) Principal Executive Officer
/S/ JOHN Y. KEFFER
---------------------------------------------
John Y. Keffer, Chairman and President
(b) Principal Financial Officer
/S/ STACEY E. HONG
---------------------------------------------
Stacey E. Hong, Treasurer
(c) A majority of the Trustees
/S/ JOHN Y. KEFFER
---------------------------------------------
John Y. Keffer, Chairman
Costas Azariadis, Trustee
J. Michael Parish, Trustee
James C. Cheng, Trustee
By: /S/ JOHN Y. KEFFER
-----------------------------------------
John Y. Keffer, Attorney in fact*
* Pursuant to powers of attorney previously filed as an Exhibit to this
Registration Statement.
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
16(12) Opinion and consent of Kirkpatrick & Lockhart LLP
regarding the tax consequences of each reorganization.