File No.
333-130096
As filed with the SEC on January 12, 2006
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
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Pre-Effective Amendment No. 2
Post-Effective Amendment No.
(Check appropriate box or boxes)
MTB GROUP OF FUNDS
(Retail/Institutional Funds)
(Exact Name of Registrant as Specified in Charter)
(412) 288-1900
(Area Code and Telephone Number)
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
(Address of Principal Executive Offices --
Number, Street, City, State, Zip Code)
C. Grant Anderson, Esquire
Reed Smith LLP
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
(Name and Address of Agent for Service --
Number, Street, City, State, Zip Code)
Copies to:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky, LLP
2101 L Street, NW
Washington, D.C. 20037-1526
(202) 828-2218
Approximate Date of Proposed Public Offering: As soon as
practicable after this Registration Statement becomes effective
under the Securities Act of 1933, as amended. The public offering of shares
of Registrant's series is on-going. The title of securities being registered
is shares of beneficial interest.
No filing fee is due because Registrant is relying on Section 24(f) of the
Investment Company Act of 1940, as amended.
PART C
OTHER INFORMATION
Item 15. Indemnification
Indemnification is provided to officers and Trustees of the
Registrant pursuant to Section 4 of Article VII of the
Registrant's Amended and Restated Agreement and Declaration of
Trust ("Declaration of Trust"). The Registrant's officers and
Trustees are also entitled to purchase with Trust property
coverage under an Errors & Omissions Policy pursuant to Section 7
of Article VII of the Declaration of Trust.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be
permitted to Trustees, officers, and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust
or otherwise, the Registrant is aware that, in the opinion of the
Securities and Exchange Commission ("SEC"), such indemnification
is against public policy as expressed in the 1933 Act, and,
therefore, is 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 Trustees,
officers, or controlling persons of the Registrant in connection
with the successful defense of any act, suit, or proceeding) is
asserted by such Trustees, officers, or controlling persons in
connection with the shares 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 1933 Act and will be
governed by the final adjudication of such issues.
Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of 1940, as
amended (the "1940 Act"), for Trustees, officers, and controlling
persons of the Registrant by the Registrant pursuant to the
Declaration of Trust or otherwise, the Registrant is aware of the
position of the SEC as set forth in Investment Company Act
Release No. IC-11330. Therefore, the Registrant undertakes that,
in addition to complying with the applicable provisions of the
Declaration of Trust or otherwise, in the absence of a final
decision on the merits by a court or other body before which the
proceeding was brought, that an indemnification payment will not
be made unless in the absence of such a decision, a reasonable
determination based upon factual review has been made (i) by a
majority vote of a quorum of non-party Trustees who are not
"interested persons" of the Registrant or (ii) by independent
legal counsel in a written opinion that the indemnitee was not
liable for an act of willful misfeasance, bad faith, gross
negligence, or reckless disregard of duties. The Registrant
further undertakes that advancement of expenses incurred in the
defense of a proceeding (upon undertaking for repayment unless it
is ultimately determined that indemnification is appropriate)
against an officer, Trustee, or controlling person of the
Registrant will not be made absent the fulfillment of at least
one of the following conditions: (i) the indemnitee provides
security for his undertaking; (ii) the Registrant is insured
against losses arising by reason of any lawful advances; or (iii)
a majority of a quorum of disinterested non-party Trustees, or
independent legal counsel in a written opinion, makes a factual
determination that there is reason to believe the indemnitee will
be entitled to indemnification.
Item 16. Exhibits
(1) (a) Conformed copy of Amended and Restated Agreement and
Declaration of Trust of MTB Group of Funds, a Delaware Statutory
Trust; (41)
(b) Conformed copy of Amendment to Certificate of Trust of MTB
Group of Funds, a Delaware Statutory Trust; (38)
(2) (a) Copy of Amended and Restated By-Laws of MTB Group of Funds, a
Delaware Statutory Trust; (38)
(b) Copy of Amendment #1 to the Amended and Restated By-Laws of
MTB Group of Funds; (41)
(c) Copy of Amendment #2 to the Amended and Restated By-Laws of
MTB Group of Funds; (44)
(3) Not applicable.
(4) Forms of Agreement and Plans of Reorganization are filed as
Exhibits A and B to the Proxy Statement/Prospectus. (46)
(5) The rights of security holders of the Registrant are defined in
the following sections of the Registrant's Amended and Restated
Agreement and Declaration of Trust and By-Laws:
(a)Agreement and Declaration of Trust. See Article III, "Shares,"
Section 6; Article V, "Shareholders' Voting Powers and Meetings,"
Section 1; and Article VI, "Net Asset Value, Distributions and
Redemptions," Section 2.
(b)By-Laws. See Article II, "Meetings of Shareholders," Section 6
and Section 9.
(6) (a) Conformed copy of Investment Advisory Agreement of the
Registrant (27 funds) dated August 22, 2003; (39)
(b) Conformed copy of Investment Advisory Agreement of the
Registrant (2 money market funds) dated August 22, 2003; (43)
(c) Conformed copy of Investment Advisory Agreement of the
Registrant (5 funds) dated August 22, 2003; (39)
(d) Conformed copy of Sub-Advisory Agreement for the MTB Small
Cap Stock Fund (Mazama Capital Management, Inc.), dated August
22, 2003; (39)
(e) Conformed copy of Sub-Advisory Agreement for MTB Small Cap
Stock Fund (LSV Asset Management), dated August 22, 2003; (39)
(f) Conformed copy of Sub-Advisory Agreement for MTB
International Equity (UBS Global Asset Management), dated August
22, 2003; (39)
(g) Conformed copy of Amendment to Sub-Advisory Agreement for MTB
Small Cap Stock Fund (Mazama Capital Management, Inc.); (39)
(h) Conformed copy of Amendment to Sub-Advisory Agreement for MTB
Small Cap Stock Fund (LSV Asset Management); (39)
(i) Conformed copy of Amendment to Sub-Advisory Agreement for MTB
International Equity Fund (UBS Global Asset Management
(Americas), Inc.); (39)
(j) Conformed copy of Investment Advisory Contract Letter
Agreement, dated April 1, 2004; (39)
(k) Conformed copy of Sub-Advisory Agreement for MTB Large Cap
Value Fund and MTB Large Cap Value Fund II (NWQ Investment
Management Company, LLC) dated December 8, 2004; (42)
(l) Conformed copy of Sub-Advisory Agreement for MTB Equity
Income Fund (DePrince, Race & Zollo, Inc.) dated December 8,
2004; (42)
(m) Conformed copy of Investment Advisory Contract Letter
Agreement, dated February 15, 2005 (Variable Annuity Funds); (44)
(n) Conformed copy of Investment Sub-Advisory Contract Letter
Agreement for the Mid Cap Stock Fund, dated December 8, 2004; (43)
(o) Conformed copy of Investment Sub-Advisory Contract Letter
Agreement for the Small Cap Stock Fund, dated December 8, 2004;
(43)
(p) Conformed copy of Schedule A to the Investment Advisory
Agreement of the Registrant (27 funds) dated August 22, 2003; (43)
(q) Conformed copy of Schedule A to the Investment Advisory
Agreement of the Registrant (2 money market funds); (44)
(r) Conformed copy of Schedule A to the Investment Advisory
Agreement of the Registrant (27 funds); (44)
(s) Conformed copy of Investment Advisory Contract Letter
Agreement, dated January 6, 2006. +
(7) (a) Conformed copy of Distributor's Contract of the Registrant,
dated August 15, 2003; (39)
(b) Conformed copy of Amendment to Distributor's Contract
(September 22, 2003); (39)
(c) Conformed copy of Amendment #1 to Exhibit B to the
Distributor's Contract; (43)
(d) Conformed copy of Agreement for Administrative Services
between the Registrant and Manufacturers and Traders Trust
Company; (43)
(e) Form of Mutual Fund Sales and Services Agreement of the
Registrant; (40)
(8) Not applicable;
(9) (a) Conformed copy of Custodian Agreement of the Registrant,
dated December 7, 2004 and copy of Schedules A-D to the Custodian
Agreement of the Registrant; (42)
(b) Conformed copy of Custody, Fund Accounting and Fund
Administration Fee Schedule; (40)
(c) Conformed copy of Securities Lending Authorization Agreement
between MTB Group of Fund and State Street Bank & Trust Company;
(41)
(d) Copy of Appendix A to the Custodian Agreement between the
Registrant and State Street Bank, dated April 29, 2005; (43)
(e) Conformed copy of Funds Transfer Addendum to the Custodian
Contract; (44)
(10) (a) Conformed copy of Rule 12b-1 Agreement of the Registrant and
Edgewood Services, Inc.; (41)
(b) Conformed copy of Rule 12b-1 Plan regarding Class B Shares
and Class C Shares of the Registrant; (40)
(c) Conformed copy of Rule 12b-1 Plan (non-Class B Shares and
Class C Shares) of the Registrant; (40)
(d) Copy of Dealer (Sales) Agreement; (7)
(e) Copy of Amendment #1 to Exhibit A to the Rule 12b-1 Plan; (43)
(f) Conformed copy of Contract Defining Responsibility for Fees
Under Non-Conforming Dealer Agreement; (43)
(11) Form of Opinion and Consent of Counsel (Reed Smith LLP) as to the
legality of the securities being registered; (45)
(12) Form of Tax Opinion of Reed Smith LLP, supporting the tax matters
and consequences to shareholders for the reorganization pursuant
to Section 368(a)(1)(C) of the Internal Revenue Code discussed in
the Proxy Statement/Prospectus for the Reorganization; (to be
filed by amendment)
(13) (a) Copy of Recordkeeping Agreement of the Registrant; (43)
(b) Copy of Recordkeeping Agreement of the Registrant for the VA
Funds; (43)
(c) Conformed copy of Agreement for Administrative Services and
Transfer Agency Services between the Registrant and Federated
Services Company, dated November 1, 2000; (43)
(d) Conformed copy of Financial Administration and Accounting
Services Agreement between Registrant and State Street Bank and
Trust Company, dated November 8, 2000; (43)
(e) Conformed copy of Shareholder Services Agreement of the
Registrant, dated November 8, 2000; (43)
(f) Conformed copy of Shareholder Services Plan, dated November
1, 2000; (43)
(g) Conformed copy of Shareholder Services Plan for the VA Funds,
dated February 22, 2005; (43)
(h) Conformed copy of Participation Agreement of the Registrant,
including Exhibits A-E; (36)
(i) Conformed copy of Indemnification Agreement of the
Registrant; (36)
(j) Conformed copy of Service Mark License Agreement; (39)
(k) Conformed copy of Assignment and Consent of Fund
Participation Agreement; (40)
(l) Conformed copy of Participation Agreement among MTB Group of
Funds, Edgewood Services, Inc., MTB Investment Advisors, Inc.,
TransAmerica Life Insurance Co. and TransAmerica Financial Life
Insurance Co.; (41)
(m) Conformed copy of Participation Agreement among MTB Group of
Funds, Edgewood Services, Inc., MTB Investment Advisors, Inc., and
Hartford Life Insurance Company, dated May 1, 2004, including
Schedules A-E; (42)
(n) Conformed copy of Agreement for Transfer Agency Services
between the Registrant and Boston Financial Data Services, Inc.,
dated November 1, 2000; (43)
(o) Conformed copy of Amendment No. 1 to Schedules A and C of the
Participation Agreement with TransAmerica Life Insurance Co. and
TransAmerica Financial Life Insurance Co.; (43)
(p) Conformed copy of Amendment #9 to the Agreement for
Administrative Services and Transfer Agency Services between the
Registrant and Federated Services Company; (44)
(q) Conformed copy of Amended and Restated Financial
Administration and Accounting Services Agreement between the
Registrant and State Street Bank and Trust Company; (44)
(r) Conformed copy of Assignment of Contracts between Federated
Services Company and State Street Bank and Trust Company; (44)
(14) (a) Conformed copy of Consent of Independent Registered Public
Accounting Firm for MTB Group of Funds, Ernst & Young LLP; (46)
(b) Conformed copy of Consent of Independent Registered Public
Accounting Firm for The FBR Funds, Tait, Weller and Baker LLP;
(46)
(15) Not applicable;
(16) Conformed copy of Power of Attorney of the Registrant; (46)
(17) (a) Form of Proxy - FBR Maryland Tax-Free Portfolio; (45)
(b) Form of Proxy - FBR Virginia Tax-Free Portfolio. (45)
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+ All exhibits have been filed electronically.
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed June 17, 1993. (File Nos. 33-20673 and
811-5514)
36. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 54 on Form N-1A filed June 27, 2002 (File Nos. 33-20673 and
811-5514)
38. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 57 on Form N-1A filed August 22, 2003 (File Nos. 33-20673 and
811-5514).
39. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 59 on Form N-1A filed April 28, 2004 (File Nos. 33-20673 and
811-5514).
40. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 60 on Form N-1A filed July 1, 2004 (File Nos. 33-20673 and
811-5514).
41. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 61 on Form N-1A filed August 27, 2004 (File Nos. 33-20673 and
811-5514).
42. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 62 on Form N-1A filed February 11, 2005 (File Nos. 33-20673
and 811-5514).
43. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 63 on Form N-1A filed April 28, 2005 (File Nos. 33-20673 and
811-5514).
44. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 65 on Form N-1A filed August 29, 2005 (File Nos. 33-20673 and
811-5514).
45. Response is incorporated by reference to Registrant's Registration
Statement on Form N-14 filed December 2, 2005 (File Nos. 333-130096 and
811-5514).
46. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-14 filed January 3, 2006 (File Nos. 333-130096
and 811-5514).
Item 17. Undertakings
(1) The undersigned registrant agrees that, prior to any public
reoffering 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 of 1933, as amended
(the "1933 Act"), the reoffering prospectus will contain the
information called for by the applicable registration form for
reofferings 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 1933 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 by Post-Effective
Amendment the opinion of counsel regarding the tax consequences
of the proposed reorganization required by Item 16(12) of Form
N-14 within a reasonable time after receipt of such opinion.
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement
has been signed on behalf of the Registrant, in the City of Pittsburgh,
Commonwealth of Pennsylvania, on the 12th day of January, 2006.
MTB GROUP OF FUNDS
By: /s/C. Grant Anderson
C. Grant Anderson, Secretary
As required by the Securities Act of 1933, this Registration Statement
has been signed by the following person in the capacity and on the dates
indicated.
NAME: TITLE: DATE:
/s/ C. Grant Anderson Attorney in Fact for January 12, 2006
the Persons Listed
Below
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C. Grant Anderson
Joseph J. Castiglia* Chairman of the
Board and Trustee
Charles L. Davis, Jr.* Chief Executive
Officer
(Principal Executive
Officer)
Carl W. Jordan* President
Richard N. Paddock* Treasurer
(Principal Financial
Officer)
William H. Cowie, Jr. Trustee
John S. Cramer Trustee
Mark J. Czarnecki* Trustee
Daniel R. Gernatt, Jr.* Trustee
Richard B. Seidel* Trustee
Marguerite D. Hambleton* Trustee
* By Power of Attorney