-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B6KODRbf+64n0YvfftTS8lTxmsinxz9SG692VqcY/6+Knl4+y/rx7wS/Rfn9cLjk cGYgLI1D7vlUtIErWnXVyA== 0000789289-95-000024.txt : 19951127 0000789289-95-000024.hdr.sgml : 19951127 ACCESSION NUMBER: 0000789289-95-000024 CONFORMED SUBMISSION TYPE: N14AE24/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951124 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLANCHARD FUNDS CENTRAL INDEX KEY: 0000789289 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133333918 STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: N14AE24/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-63639 FILM NUMBER: 95596190 BUSINESS ADDRESS: STREET 1: 41 MADSON AVE 24TH FL CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2127797979 MAIL ADDRESS: STREET 1: 41 MADISON AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: BLANCHARD STRATEGIC GROWTH FUND DATE OF NAME CHANGE: 19901225 N14AE24/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X Pre-Effective Amendment No. 2 Post-Effective Amendment No. ------ ----- BLANCHARD FUNDS (Exact Name of Registrant as Specified in Charter) (412) 288-1900 (Area Code and Telephone Number) Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 (Address of Principal Executive Offices) JOHN W. MCGONIGLE, ESQUIRE Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 (Name and Address of Agent for Service) Copy to: Matthew G. Maloney, Esquire Dickstein, Shapiro & Morin, L.L.P. 2101 L Street, N.W. Washington, D.C. 20037 It is proposed that this filing will become effective on December 24, 1995 pursuant to Rule 488. (Approximate Date of Proposed Public Offering) An indefinite amount of the Registrant's securities has been registered under the Securities Act of 1933 pursuant to Rule 24f-2 under The Investment Company Act of 1940. In reliance upon such Rule, no filing fee is being paid at this time. A Rule 24f-2 notice for the Registrant for the year ended April 30, 1995 was filed on June 27, 1995. CROSS REFERENCE SHEET Pursuant to Item 1(a) of Form N-14 Showing Location in Prospectus of Information Required by Form N-14 Item of Part A of Form N-14 and Caption Caption or Location in Prospectus 1. Beginning of Registration Statement and Outside Front Cover Page of Prospectus ................ Cross Reference Sheet; Cover Page 2. Beginning and Outside Back Cover Page of Prospectus Table of Contents 3. Synopsis Information and Risk Factors .......... Summary; Risk Factors 4. Information About the Transaction ............... Information About the Reorganization 5. Information About the Registrant Information About Blanchard Funds, Short-Term Flexible, and Short- Term Global 6. Information About the Company Being Acquired ............ Information About Blanchard Funds, Short-Term Flexible, and Short-Term Global 7. Voting Information ........ Voting Information 8. Interest of Certain Persons and Experts Not Applicable 9. Additional Information Required for Reoffering by Persons Deemed to be Underwriters ........ Not Applicable Item of Part B of Form N-14 andCaption Caption or Statement of Additional Information Location in 10. Cover Page Cover Page 11. Table of Contents Table of Contents 12. Additional Information About Statement of Additional the Registrant Information of Blanchard Short-Term Flexible Income Fund, dated August 7, 1995 13. Additional Information About Statement of Additional the Company Being AcquiredInformation of Blanchard Short-Term Global Income Fund, dated August 7, 1995 14. Financial Statements Financial Statements of Blanchard Short-Term Global Income Fund, dated April 30, 1995; Financial Statements of Blanchard Short-Term Flexible Income Fund, dated April 30, 1995; Pro Forma Financial Statements This Pre-Effective Amendment to the Registration Statement hereby incorporates by reference pursuant to Rule 411 under the Securities Act of 1933, Part A of Pre-Effective Amendment No. 1 filed October 26, 1995 in its entirety. STATEMENT OF ADDITIONAL INFORMATION NOVEMBER 20, 1995 ACQUISITION OF THE ASSETS OF BLANCHARD SHORT-TERM GLOBAL INCOME FUND BY AND IN EXCHANGE FOR SHARES OF BLANCHARD SHORT-TERM FLEXIBLE INCOME FUND FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 TELEPHONE NUMBER: 1-800-829-3863 This Statement of Additional Information dated November 20, 1995 is not a prospectus. A Prospectus/Proxy Statement dated November 20, 1995 related to the above-referenced matter may be obtained from Blanchard Funds on behalf of its portfolio, Blanchard Short-Term Flexible Income Fund, through Signet Financial Services, Inc. at 41 Madison Avenue, 24th Floor, New York, New York 10010. This Statement of Additional Information should be read in conjunction with such Prospectus/Proxy Statement. FEDERATED SECURITIES CORP. Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS 1. Statement of Additional Information of Blanchard Short-Term Global Income Fund, dated August 7, 1995 2. Statement of Additional Information of Blanchard Short-Term Flexible Income Fund, dated August 7, 1995 3. Financial Statements of Blanchard Short-Term Global Income Fund, dated April 30, 1995 4. Financial Statements of Blanchard Short-Term Flexible Income Fund, dated April 30, 1995 5. Pro Forma Financial Statements The Statements of Additional Information of Blanchard Short-Term Global Income Fund and Blanchard Short-Term Flexible Income Fund dated August 7, 1995, are incorporated herein by reference to Post-Effective Amendment No. 29 to Blanchard Funds' Registration Statement on Form N-1A (File No. 33-3165 which was filed with the Securities and Exchange Commission on or about August 7, 1995. A copy may be obtained from Signet Financial Services, Inc. at 41 Madison Avenue, 24th Floor, New York, New York 10010. Telephone Number: 1-800-829-3863. The financial statements of Blanchard Short-Term Global Income Fund and Blanchard Short-Term Flexible Income Fund dated April 30, 1995 are incorporated herein by reference to their respective Statements of Additional Information dated August 7, 1995, and filed with the Securities and Exchange Commission on or about August 7, 1995. The Blanchard Short-Term Flexible Income Fund (formerly The Blanchard Short-Term Bond Fund) The Blanchard Short-Term Global Income Fund Pro Forma Combining Statement of Assets and Liabilities (unaudited) April 30, 1995
The Blanchard The Blanchard Short-Term Short-Term Flexible Income Global Income Pro Forma Fund Fund Combined Assets: Investments in securities, at value (Identified cost, $251,583,475) $22,952,464 $229,015,120 $251,967,584 Cash 47,520 2,426,706 2,474,226 Foreign currencies (Identified cost $3,278,316) ----- 3,317,575 3,317,575 Receivables for: Investments sold ----- 50,513,648 50,513,648 Shares of beneficial interest 501 72,379 72,880 Interest 543,053 3,600,873 4,143,926 Forward foreign currency contracts ----- 4,091,165 4,091,165 Deferred organizational expenses 48,680 25,860 74,540 Total assets 23,592,218 293,063,326 316,655,544 Liabilities: Payables for: Shares of beneficial interest 106,165 761,158 761,158 repurchased ----- 50,456,095 50,456,095 Investments purchased 7,015 184,269 184,269 Dividends ----- 7,432,426 7,432,426 Forward foreign currency contracts 34,531 359,930 394,461 Accrued expenses and other liabilities 147,711 59,193,878 59,341,589 Total liabilities $23,444,507 $233,869,448 $257,313,955 Net Assets $24,355,402 $259,231,663 $283,587,065 Net Assets Consist of: Paid-in capital (189,216) (2,599,236) (2,788,452) Net unrealized appreciation (depreciation) of investments (58,696) (12,018,933) (12,077,629) Net accumulated overdistributed investment income (662,983) (10,744,046) (11,407,029) Accumulated net realized gain (loss) on investments $23,444,507 $233,869,448 $257,313,955 Total Net Assets 7,985,358 141,135,916 149,121,274 Shares Outstanding $2.94 $1.66 $1.73 Net Asset Value, and Redemption Proceeds Per Share:
THE BLANCHARD SHORT-TERM FLEXIBLE INCOME FUND THE BLANCHARD SHORT-TERM GLOBAL INCOME FUND PRO FORMA COMBINING SCHEDULE OF PORTFOLIO OF INVESTMENTS SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS AS OF APRIL 30, 1995 (UNAUDITED) THE BLANCHARD SHORT-TERM GLOBAL INCOME FUND
THE BLANCHARD SHORT-TERM UNREALIZED FLEXIBLE CURRENCY CURRENCY DELIVERY APPRECIATION INCOME PRO FORMA SOLD AMOUNT PURCHASED AMOUNT DATE (DEPRECIATION) FUND COMBINED Dem 27,281,492 Nlg 30,561,000 2-May-95 $21,420 $21,420 Dem 20,246,000 Gbp 9,115,714 4-May-95 76,039 76,039 Dem 18,092,800 Itl 22,368,128,640 10-May-95 270,545 270,545 Itl 28,349,000,000 Dem 25,415,766 10-May-95 1,494,739 1,494,739 US$ 7,904,785 Jpy 778,400,000 10-May-95 1,371,578 1,371,578 US$ 10,000,000 Esp 1,289,950,000 10-May-95 471,053 471,053 US$ 24,600,661 Esp 3,075,082,650 10-May-95 385,791 385,791 TOTAL UNREALIZED APPRECIATION $4,091,165 $4,091,165 Nlg 30,561,000 Dem 27,281,735 10-May-95 ($21,246) ($21,246) Gbp 7,490,400 US$ 11,879,774 10-May-95 (171,000) (171,000) US$ 10,000,000 Aud 13,747,594 10-May-95 (1,822) (1,822) US$ 15,000,000 Aud 20,270,270 10-May-95 (258,092) (258,092) US$ 9,785,787 Aud 13,241,931 10-May-95 (147,651) (147,651) Dem 48,433,000 US$ 34,643,997 10-May-95 (292,382) (292,382) Itl 29,710,219,600 US$ 17,099,407 10-May-95 (547,643) (547,643) Aud 45,976,000 US$ 33,333,979 10-May-95 (102,868) (102,868) Dem 29,903,730 Itl 31,967,087,370 10-May-95 (2,583,016) (2,583,016) Jpy 778,400,000 US$ 7,942,047 10-May-95 (1,334,316) (1,334,316) Esp 4,461,200,000 US$ 34,348,630 10-May-95 (1,864,761) (1,864,761) Gbp 9,170,090 Dem 20,246,000 4-Aug-95 (107,629) (107,629) TOTAL UNREALIZED DEPRECIATION ($7,432,426) ($7,432,426) Dem = Deutsche Marks Nlg = Dutch Guilders Esp =Spanish Pesetas Itl = Italian Lira Gbp = British Pounds Aud =Australian Dollars Jpy = Japanese Yen
SCHEDULE OF FOREIGN CURRENCY HELD AS OF APRIL 30, 1995
THE BLANCHARD SHORT-TERM FLEXIBLE INCOME PRO FORMA CURRENCY HELD COST MARKET VALUE FUND COMBINED Australian Dollars 138,898 $101,097 $101,097 $101,097 British Pounds 45 73 73 73 Deutsche Marks 1,101 793 793 793 Italian Lira 5,162,758,058 3,032,897 3,072,156 3,072,156 Spanish Pesetas 17,655,177 143,456 143,456 143,456 $3,278,316 $3,317,575 $3,317,575
THE BLANCHARD SHORT-TERM FLEXIBLE INCOME FUND (FORMERLY THE BLANCHARD SHORT-TERM BOND FUND) THE BLANCHARD SHORT-TERM GLOBAL INCOME FUND PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED) YEAR ENDED APRIL 30, 1995
THE THE BLANCHARD BLANCHARD SHORT-TERM SHORT-TERM FLEXIBLE GLOBAL PRO FORMA PRO FORMA INCOME INCOME FUND FUND ADJUSTMENTS COMBINED INVESTMENT INCOME: Interest income (net of foreign withholding tax of $85,010) $1,934,317 $27,791,428 $ ---- $29,725,745 31,431,600 EXPENSES: 374,808,933 Investment management fee 235,737 2,811,067 3,046,804 406,240,533 6286.32 Plan of distribution fee 78,579 937,022 1,015,601 Transfer agent fees 75,999 779,000 854,999 812481.0667 42,518 Trustees' fees, retirement plan curtailment 36,894 403,258 440,152 and expenses Custodian fees 36,080 337,214 (7,678) 365,616 365616.48 (0) Accounting fees 96,176 230,000 (65,000) 261,176 203120.2667 58,056 Professional fees 34,282 168,029 202,311 Shareholder reports and notices 24,950 62,136 (24,950) 62,136 Organizational expenses 15,429 26,748 (26,748) 15,429 Registration fees 27,500 26,500 (26,500) 27,500 Other 4,474 16,293 20,767 203120.2667 10,508 Total expenses 666,100 5,797,267 (150,876) 6,312,491 Deduct- Waivers by Manager and Distributor 234,663 182,085 (203,120) 213,628 Net expenses 431,437 5,615,182 (353,996) 6,098,863 Net investment income 1,502,880 22,176,246 353,996 23,626,882 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Realized gain (loss) on: Investments - net (541,619) (10,489,372) ---- (11,030,991) Futures transactions - net ---- (521,197) (521,197) Forward currency contracts and foreign exchange contracts - net (30,645) (33,387,574) (33,418,219) Total realized gain(loss) (572,264) (44,398,143) ---- (44,970,407) Change in unrealized appreciation (depreciation) on: Investments - net 443,090 7,167,814 7,610,904 Forward currency contracts, futures transactions and translation of other assets and liabilities denominated in foreign currency - net ---- 8,408,763 ---- 8,408,763 Total unrealized appreciation 443,090 15,576,577 ---- 16,019,667 (depreciation) Net realized and unrealized gain (loss) (129,174) (28,821,566) ---- (28,950,740) on investments Change in net assets resulting $1,373,706 ($6,645,320) $353,996 ($5,323,858) from operations
(See Legend on following page) (See Notes to Pro Forma Financial Statements) THE BLANCHARD SHORT-TERM FLEXIBLE INCOME FUND (FORMERLY THE BLANCHARD SHORT-TERM BOND FUND) THE BLANCHARD SHORT-TERM GLOBAL INCOME FUND PRO FORMA COMBINING SCHEDULE OF PORTFOLIO OF INVESTMENTS (UNAUDITED) APRIL 30, 1995
PRINCIPAL AMOUNT VALUE THE BLANCHARD THE THE SHORT- BLANCHARD THE BLANCHARD TERM SHORT-TERM BLANCHARD SHORT-TERM FLEXIBLE GLOBAL SHORT-TERM GLOBAL INCOME INCOME PRO FORMA FLEXIBLE INCOME PRO FORMA FUND FUND COMBINED INCOME FUND FUND COMBINED FOREIGN FIXED INCOME - 23.9% GERMANY - 6.4% GOVERNMENT/AGENCY - 6.4% Dem 17,500,000 17,500,000 Allemagne, 6.63%, 1/20/98 $12,887,568 $12,887,568 5,100,000 5,100,000 Treuhandanat, 6.13%, 6/25/98 3,703,978 3,703,978 Total 16,591,546 16,591,546 NETHERLANDS - 7.3% GOVERNMENT/AGENCY - 7.3% Nlg 29,000,000 29,000,000 Hollande, 6.25%, 7/15/98 18,790,416 18,790,416 UNITED KINGDOM - 10.2% FINANCIAL SERVICES - 5.5% Gbp 1,000,000 1,000,000 Abbey National, 7.75%, 6/23/98 1,574,870 1,574,870 2,225,000 2,225,000 Abbey National, 6.00%, 8/10/99 3,242,286 3,242,286 1,000,000 1,000,000 Bayerische Hypotheken, 7.00%, 12/21/98 1,530,620 1,530,620 2,000,000 2,000,000 Halifax, 7.75%, 12/03/98 3,113,535 3,113,535 830,000 830,000 Leeds Permanent, 7.38%, 5/06/98 1,285,440 1,285,440 1,000,000 1,000,000 Lloyds Bank, 10.25%, 3/11/98 1,665,379 1,665,379 1,000,000 1,000,000 National Providence Building, 8.25%, 11/04/98 1,586,938 1,586,938 Total 13,999,068 13,999,068 GOVERNMENT/AGENCY - 4.7% 8,140,000 8,140,000 United Kingdom Treasury, 7.00%, 11/06/01 12,217,760 12,217,760 Total United Kingdom 26,216,828 26,216,828 TOTAL FOREIGN FIXED INCOME (IDENTIFIED COST 61,598,790 61,598,790 $61,998,519) U.S. FIXED INCOME - 65.6% AIRLINES - 1.3% $3,000,000 $3,000,000 United Airlines Inc., Series A, 10.67%, 5/01/04 3,268,370 3,268,370 COMPUTERS & RELATED - 2.5% 5,000,000 5,000,000 Comdisco Inc., 7.25%, 4/15/98 4,998,800 4,998,800 1,000,000 1,000,000 Unisys Corp. Sr. Note, 9.75%, 9/15/96 1,026,446 1,026,446 500,000 500,000 Unisys Corp. Sr. Note, 9.50%, 7/15/98 500,750 500,750 Total 6,525,996 6,525,996 CONSUMER RELATED - 2.0% $500,000 $500,000 RJR Nabisco, 8.30%, 4/15/99 $509,828 $509,828 $2,000,000 2,000,000 RJR Nabisco, 8.75%, 8/15/05 $1,942,688 1,942,688 2,500,000 2,500,000 Valassis Inserts, 9.38%, 3/15/99 2,592,003 2,592,003 Total 509,828 4,534,691 5,044,519 ELECTRICAL UTILITIES - 2.0% 2,750,000 2,750,000 Long Island Lighting, 7.30%, 7/15/99 2,603,736 2,603,736 2,500,000 2,500,000 Niagara Mohawk Power Corp., 9.95%, 6/01/00 2,632,675 2,632,675 Total 5,236,411 5,236,411 ENTERTAINMENT - 2.1% 2,000,000 2,000,000 Caesar's World Inc. Sr. Sub Notes, 8.88%, 8/15/02 2,065,000 2,065,000 3,000,000 3,000,000 Time Warner Entertainment Co., 9.63%, 5/01/02 3,245,991 3,245,991 Total 5,310,991 5,310,991 FINANCIAL SERVICES - 30.4% 5,000,000 5,000,000 Advanta MTC, Series 1995, 7.82%, 8/25/03 4,996,875 4,996,875 3,211,457 3,211,457 CMC Securities Corp., 1993, 7.50%, 2/25/23 3,193,376 3,193,376 5,000,000 5,000,000 Chrysler Financial MTN, 7.44%, 10/20/97 5,013,220 5,013,220 5,802,456 5,802,456 Contimortage 1995-1, 8.75%, 4/15/07 5,894,933 5,894,933 5,000,000 5,000,000 Dean Witter Discover & Co., 6.00%, 3/01/98 4,855,365 4,855,365 10,275,000 10,275,000 Discover Credit Corp. MTN, 7.76%, 5/13/97 10,394,180 10,394,180 5,000,000 5,000,000 Ford Motor Credit Corp., 5.32%, 9/15/98 4,716,200 4,716,200 5,686,741 5,686,741 General Electric Capital Mtg., 1992, 7.50%, 5,681,406 5,681,406 11/25/18 4,642,955 4,642,955 General Motors Acceptance Corp., 1993 B A, 4.00%, 4,537,932 4,537,932 9/15/98 2,500,000 2,500,000 Groupe Videotron, 10.63%, 2/15/05 2,612,500 2,612,500 6,000,000 6,000,000 International Business Machines Credit, 7.40%, 6,035,352 6,035,352 1/19/96 5,000,000 5,000,000 Lehman Brothers Hldg. MTN, 8.63%, 2/26/99 5,104,805 5,104,805 2,470,391 2,470,391 Merrill Lynch Mtge. Inv., 1990, 9.20%, 1/15/11 2,566,465 2,566,465 4,962,460 4,962,460 Money Store, Series 1995-A, 8.00%, 9/15/05 4,999,679 4,999,679 7,500,000 7,500,000 New American Capital, 7.69%, 7/12/95 7,500,000 7,500,000 Total 78,102,288 78,102,288 GOVERNMENT/AGENCY - 21.9% $1,000,00 $1,000,000 Federal National Mortgage Assoc., 8.20%, 8/10/98 $1,005,763 $1,005,7630 $5,000,000 5,000,000 Government National Mortgage Assoc., 9.50%, $5,262,500 5,262,500 12/15/21 209,064 209,064 Government National Mortgage Assoc. II, 10.00%, 221,673 221,673 6/20/16 Resolution Trust Corp. 250,000 250,000 6.00%, 1/15/04 249,688 249,688 6,795,834 6,795,834 5.33%, 9/25/21 6,583,465 6,583,465 3,559,951 3,559,951 5.83%, 9/25/19 3,453,152 3,453,152 2,728,754 2,728,754 5.90%, 7/25/23 2,701,466 2,701,466 2,106,119 2,106,119 5.97%, 5/25/21 2,042,936 2,042,936 2,093,821 2,093,821 6.98%, 3/25/22 2,088,586 2,088,586 2,340,164 2,340,164 7.32%, 11/25/25 2,305,062 2,305,062 6,456,497 6,456,497 7.75%, 12/25/18 6,424,214 6,424,214 3,886,383 3,886,383 7.87%, 9/25/29 3,879,096 3,879,096 3,931,403 3,931,403 8.15%, 1/25/21 3,975,631 3,975,631 937,699 937,699 8.77%, 3/25/21 937,230 937,230 1,273,000 1,273,000 8.80%, 8/25/23 1,303,234 1,303,234 U.S. Treasury Notes 4,500,000 4,500,000 6.88%, 10/31/96 4,523,904 4,523,904 2,500,000 2,500,000 7.50%, 2/29/96 2,523,438 2,523,438 2,000,000 2,000,000 7.50%, 1/31/96 2,016,874 2,016,874 5,000,000 5,000,000 5.50%, 4/30/96 4,959,375 4,959,375 Total 15,500,715 40,956,572 56,457,287 HOTELS - 1.0% 2,500,000 2,500,000 Embassy Suites, 8.75%, 3/15/00 2,487,500 2,487,500 INDUSTRIAL RELATED - 1.7% 2,500,000 2,500,000 Oryx Energy Co., 9.75%, 9/15/88 2,521,875 2,521,875 500,000 500,000 PDV America Inc., 7.25%, 8/01/98 455,841 455,841 2,000,000 2,000,000 USX Corp., Subordinated Deb., 5.75%, 7/01/01 1,725,000 1,725,000 Total 455,841 4,246,875 4,702,716 UTILITIES - 0.7% $1,650,000 $1,650,000 Arkla Inc., 8.88%, 7/15/99 $ --- $1,699,106 $1,699,106 TOTAL U.S. FIXED INCOME 16,466,384 152,368,800 168,835,184 (IDENTIFIED COST $167,916,934) U.S. HIGH YIELD SECURITIES - 2.3% AIRLINES - 0.1% $200,000 200,000 U.S. Air Inc., Series D, 9.80%, 1/15/00 173,250 173,250 BASIC MATERIALS - 0.2% 500,000 500,000 Owens Illinois Inc., 10.25%, 4/01/99 511,250 511,250 CONSUMER RELATED - 0.3% 200,000 200,000 MacAndrews & Forbes Group Inc., 12.25%, 7/01/96 201,500 201,500 500,000 500,000 Revlon Consumer Products Corp., 9.50%, 6/01/99 491,250 491,250 Total 692,750 692,750 ENERGY & OIL RELATED - 0.3% 400,000 400,000 Texas New Mexico Power Co., 9.25%, 9/15/00 399,584 399,584 500,000 500,000 Triton Energy Corp., 0%, 11/01/97 398,750 398,750 Total 798,334 798,334 FINANCIAL SERVICES - 0.7% 500,000 500,000 Great American Holding Corp., 11.00%, 8/15/98 501,875 501,875 500,000 500,000 Navistar Financial Group Corp., 8.88%, 11/15/98 492,500 492,500 400,000 400,000 Presidential Life Corp., 9.50%, 12/15/00 386,000 386,000 500,000 500,000 Reliance Group Holdings Inc., 9.00%, 11/15/00 476,875 476,875 Total 1,857,250 1,857,250 INDUSTRIAL RELATED - 0.5% 350,000 350,000 Armco, Inc. 9.38%, 11/01/00 331,625 331,625 350,000 350,000 Sequa Corp., 8.75%, 12/15/01 329,437 329,437 500,000 500,000 Unisys Corp., 10.63%, 10/01/99 527,197 527,197 Total 1,188,259 1,188,259 MEDICAL SERVICES - 0.1% 350,000 350,000 Healthsouth Rehabilitation Corp., 9.50%, 4/01/01 357,875 357,875 TELECOMMUNICATIONS - 0.1% $168,800 $168,800 SCI Television Inc., 7.50%, 6/30/98 $167,112 $167,112 TOTAL U.S. HIGH YIELD SECURITIES 5,746,080 5,746,080 (IDENTIFIED COST $5,880,640) SHORT-TERM SECURITIES - 6.1% $1,000,000 1,000,000 American Express Credit Corp., 5.70%, 5/01/95 $1,000,000 1,000,000 740,000 740,000 Associates Corp. of N.A., 5.80%, 5/01/95 740,000 740,000 5,000,000 5,000,000 Salomon Inc., 5.91%, 9/29/95 4,976,730 4,976,730 9,000,000 9,000,000 U.S. Treasury Bill, 4.56%, 5/04/95 8,995,800 8,995,800 TOTAL SHORT-TERM SECURITIES 740,000 14,972,530 15,712,530 (IDENTIFIED COST $15,715,006) OUTSTANDING OPTIONS PURCHASED - 0.0% CONTRACTS PUT OPTIONS 150 150 (d) Euro$ Future, expiring 9/18/95 @ $93.50 TOTAL OUTSTANDING OPTIONS PURCHASED 75,000 75,000 (IDENTIFIED COST $72,376) TOTAL INVESTMENTS (IDENTIFIED COST $22,952,464 $229,015,120 $251,967,584 $251,583,475) (A)
* Securities partially segregated to collateralize forward currency contracts and options. Total market value segregated is $1,089,457. +Registered under SEC rule 144-A, resale restricted as to qualified institutional buyers: represents 3.21% of net assets. (a) The aggregate cost for federal income tax purposes is $251,586,100; the gross unrealized appreciation is $1,260,810; and the unrealized depreciation is $878,880; resulting in net unrealized appreciation of $381,930. (b) Variable rate security. Rate shown reflects the current rate as of April 30, 1995. (c) Convertible security. (d) Non-income producing. (e) Pays interest at LIBOR plus 137.5 basis points until July 12, 1995. After July 12, 1995, the rate resets to 7.69%. MTN = Medium Term Note Note: The categories of investments are shown as a percentage of net assets BLANCHARD SHORT-TERM GLOBAL INCOME FUND FEDERATED INVESTORS TOWER PITTSBURGH, PA 15222-3779 BLANCHARD SHORT-TERM GLOBAL INCOME FUND CUSIP NO. 093265205 FOR SPECIAL MEETING OF SHAREHOLDERS JANUARY 15, 1996 KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of Blanchard Short-Term Global Income Fund, a portfolio of Blanchard Funds hereby appoint C. Grant Anderson, Patricia F. Conner, Cathy Ryan, Suzanne Land and Gia Albanowski or any one of them, true and lawful attorneys, with the power of substitution of each, to vote all shares of Blanchard Short-Term Global Income Fund, which the undersigned is entitled to vote, at the Special Meeting of Shareholders to be held on January 15, 1996, at Federated Investors Tower, Pittsburgh, Pennsylvania, at 2:00 p.m. (Eastern time) and at any adjournment thereof. Discretionary authority is hereby conferred as to all other matters as may properly come before the Special Meeting. PROPOSAL(S) 1) TO APPROVE OR DISAPPROVE AN AGREEMENT AND PLAN OF REORGANIZATION PROVIDING FOR THE TRANSFER OF THE ASSETS OF BLANCHARD SHORT-TERM GLOBAL INCOME FUND TO BLANCHARD SHORT-TERM FLEXIBLE INCOME FUND. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WHO RECOMMEND THAT YOU VOTE FOR THE PROPOSED REORGANIZATION. The attorneys named will vote the shares represented by this proxy in accordance with the choices made on this card. IF NO CHOICE IS INDICATED AS TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THAT MATTER. PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND RETAIN THE TOP PORTION. Place the ballot so that the return address, located on the reverse side of the mail-in-stub, appears through the window of the envelope. BLANCHARD SHORT-TERM GLOBAL INCOME FUNDPROXY VOTING MAIL-IN STUB RECORD DATE SHARES Please sign EXACTLY as your name(s) appear above. When signing as attorney, executor, administrator, guardian, trustee, custodian, etc., please give your full title as such. If a corporation or partnership, please sign the full name by an authorized officer or partner. If stock is owned jointly, all parties should sign. PROPOSAL(S): 1) FOR AGAINST ABSTAIN ---- ---- ---- Dated: , 19 =============== ==== - --------------------------- Signature(s) of Shareholders(s) PART C - OTHER INFORMATION Item 15. Indemnification Indemnification is provided to officers and trustees of the Registrant pursuant to the Registrant's Declaration of Trust, except where such indemnification is not permitted by law. However, the Declaration of Trust does not protect the trustees from liabilities based on willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of their office. Trustees and officers of the Registrant are insured against certain liabilities, including liabilities arising under the Securities Act of 1933 (the "Act"). Insofar as indemnification for liabilities arising under the 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 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 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 Act and will be governed by the final adjudication of such issue. Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940 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 Securities and Exchange Commission 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 1.1 Conformed Copy of Declaration of Trust of the Registrant dated January 24, 1986(1) 1.2 Conformed Copy of Amendment to the Declaration of Trust of the Registrant dated December 4, 1990(2) 2. Copy of Bylaws of the Registrant(1) 3. Not Applicable 4. Agreement and Plan of Reorganization is included as Appendix A to the Combined Proxy Statement and Prospectus of this Registration Statement(7) 5. Not Applicable 6.1 Form of Management Agreement between Registrant and Sheffield Management Company for Short-Term Global Income Fund series(2) 6.2 Form of Management Agreement between Registrant and Sheffield Management Company for Short-Term Bond Fund series(3) 6.3 Form of Sub-Advisory Agreement between Sheffield Management Company and Lombard Odier International Portfolio Management Limited for Short-Term Global Income Fund series(2) 6.4 Form of Sub-Advisory Agreement between Sheffield Management Company and OFFITBANK for Short-Term Bond Fund series(3) 6.5 Forms of Sub-Advisory Agreements for Short-Term Global Income Fund and Short-Term Bond Fund between Virtus Capital Management, Inc. and Lombard Odier International Portfolio Management Limited and OFFITBANK, respectively(4) 6.5 Forms of Sub-Advisory Agreement between Lombard Odier International Portfolio Management Limited and WLO Global Management for Short- Term Global Income Fund(4) 7.1 Form of Distribution Agreement between Registrant and Sheffield Investments, Inc. for Short-Term Global Income Fund series(5) 7.2 Form of Distribution Agreement between Registrant and Sheffield Investments, Inc. for Short-Term Bond Fund series(3) 7.2 Conformed copy of Distributor's Contract between Registrant, on behalf of each of the series, and Federated Securities Corp.(6) 8. Not Applicable 9.1 Forms of Custody, Transfer Agency and Fund Accounting and Pricing Services Agreements between Registrant and United States Trust Company of New York for Short-Term Global Income Fund series(5) 9.2 Forms of Custody, Transfer Agency and Fund Accounting and Pricing Services Agreements between Registrant and United States Trust Company of New York for Short-Term Bond Fund series(3) 9.3 Form of Sub-Custodian Agreement United States Trust Company of New York and Citibank, N.A. for Short-Term Global Income Fund series(5) 9.4 Form of Sub-Custodian Agreement United States Trust Company of New York and Morgan Stanley Trust Company for Short-Term Bond Fund series(3) 10.1 Form of Rule 12b-1 Distribution and Marketing Plan for Short-Term Global Income Fund series(5) 10.2 Form of Rule 12b-1 Distribution and Marketing Plan for Short-Term Bond Fund series(3) 10.3 Conformed copy of Distribution Plan(6) 10.4 Copy of 12b-1 Agreement(6) 11. Opinion regarding legality of shares being issued(7) 12. Form of Opinion regarding tax consequences of Reorganization* 13.1 Conformed copy of Administrative Services Agreement between Registrant, on behalf of each series, and Federated Administrative Services(6) 14. Conformed Copy of Consent of Price Waterhouse LLP, Independent Accountants* 15. Not Applicable 16. Conformed Copy of Power of Attorney(6) 17.1 Copy of Declaration under Rule 24f-2 (7) 17.2 Form of Proxy (7) * Filed electronically. (1) Response is incorporated by reference to Registrant's Initial Registration Statement on Form N-1A filed February 5, 1986 (File Nos. 33-3165 and 811-4579). (2) Response is incorporated by reference to Registrant's Post-Effective Amendment No. 8 on Form N-1A filed on December 21, 1990 (File Nos. 33-3165 and 811-4579). (3) Response is incorporated by reference to Registrant's Post-Effective Amendment No. 16 on Form N-1A filed February 5, 1993 (File Nos. 33-3165 and 811-4579). (4) Response is incorporated by reference to Registrant's Post-Effective Amendment No. 29 on Form N-1A filed August7, 1995 (File Nos. 33-3165 and 811-4579). (5) Response is incorporated by reference to Registrant's Post-Effective Amendment No. 7 on Form N-1A filed November 2, 1990 (File Nos. 33-3165 and 811-4579). (6) Response is incorporated by reference to Registrant's Post-Effective Amendment No. 30 on Form N-1A filed September 1, 1995 (File Nos. 33-3165 and 811-4579). (7) Response is incorporated by reference to Registrant's Pre-Effective Amendment No. 1 on Form N-14 filed October 26, 1995 (File No. 811-4579). Item 17. Undertakings (1) The undersigned Registrant agrees that prior to any public reofferring 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, the reofferring 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 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 of 1933, 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, BLANCHARD FUNDS, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on November 24, 1995. BLANCHARD FUNDS (Registrant) By:/s/ C. Grant Anderson C. Grant Anderson, Assistant Secretary Attorney in Fact for John F. Donahue November 24, 1995 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated: NAME TITLE DATE By:/s/C. Grant Anderson C. Grant Anderson Attorney In Fact November 24, 1995 ASSISTANT SECRETARY For the Persons Listed Below NAME TITLE John F. Donahue* Chairman and Trustee (Chief Executive Officer) Edward C. Gonzales* President, Treasurer and Trustee (Principal Financial and Accounting Officer) Thomas G. Bigley* Trustee John T. Conroy, Jr.* Trustee William J. Copeland* Trustee James E. Dowd* Trustee Lawrence D. Ellis, M.D.* Trustee Edward L. Flaherty, Jr.* Trustee Peter E. Madden* Trustee Gregor F. Meyer* Trustee John E. Murray, Jr.* Trustee Wesley W. Posvar* Trustee Marjorie P. Smuts* Trustee EX-99.AUDITORSCONS 2 Exhibit 14 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus/Proxy Statement and Statement of Additional Information constituting parts of this Pre-Effective Amendment No. 2 to the registration statement on Form N-14 (the "Registration Statement") of our reports dated June 20, 1995, relating to the financial statements and financial highlights appearing in the April 30, 1995 Annual Report to Shareholders of the Blanchard Short-Term Global Income Fund and Blanchard Short-Term Flexible Income Fund (formerly the Blanchard Short-Term Bond Fund). We also consent to the use in the Statements of Additional Information dated August 7 1995, of the Blanchard Short-Term Global Income Fund and Blanchard Short-Term Flexible Income Fund (formerly the Blanchard Short-Term Bond Fund) of our reports dated June 20, 1995, relating to the financial statements and financial highlights of the Blanchard Short-Term Global Income Fund and Blanchard Short-Term Bond Fund, which appear in such Statements of Additional Information dated August 7, 1995, which are incorporated by reference into the Prospectus/Proxy Statement and Statement of Additional Information which constitute part of this Registration Statement. /s/ Price Waterhouse LLP Price Waterhouse LLP New York, New York -----END PRIVACY-ENHANCED MESSAGE-----