-----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, SQrh47UdKsdyPqFfv0jiZzg8LWYa6wV4wjz9F1miIGfOITDEhRdwQwNI/GyJIk5S uMAW9RVCxi4mgK3g5QgXPg== 0000950131-96-006349.txt : 19961217 0000950131-96-006349.hdr.sgml : 19961217 ACCESSION NUMBER: 0000950131-96-006349 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961216 EFFECTIVENESS DATE: 19961216 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RANSON MANAGED PORTFOLIOS CENTRAL INDEX KEY: 0000866841 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 481084551 STATE OF INCORPORATION: KS FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-12529 FILM NUMBER: 96681587 BUSINESS ADDRESS: STREET 1: 1 NORTH MAIN CITY: MINOT STATE: ND ZIP: 58703 BUSINESS PHONE: 7018525292 MAIL ADDRESS: STREET 1: 1 NORTH MAIN CITY: MINOT STATE: ND ZIP: 58703 485BPOS 1 POST EFFECTIVE AMENDMENT #1 As filed with the Securities and Exchange Commission on December 16, 1996 Registration No. 333-12529 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/ PRE-EFFECTIVE AMENDMENT No. / / POST-EFFECTIVE AMENDMENT No. /1 / Ranson Managed Portfolios (Exact Name of Registrant as Specified in Charter) 1 North Main Minot, North Dakota 58703 (Address of Principal Executive Offices) (701) 852-5292 (Registrant's Telephone Number) Robert E. Walstad Mark J. Kneedy Conrad G. Goodkind ND Holdings, Inc. Chapman and Cutler Quarles & Brady 1 North Main 111 West Monroe Street 411 East Wisconsin Avenue Minot, North Dakota 58703 Chicago, Illinois 60603 Milwaukee, Wisconsin 53202 (Name and Address of (with a copy to the above) (with a copy to the above) Agent for Service) As soon as practicable after the Registration Statement becomes effective. (Approximate Date of Proposed Public Offering) The Registrant has previously filed a declaration registering an indefinite number of shares of beneficial interest, without par value, pursuant to Rule 24f-2 under the Investment Company Act of 1940. Accordingly, no filing fee is payable herewith. The Registration Statement on Form N-14 of Ranson Managed Portfolios, File No. 333-12529 is hereby incorporated by reference in its entirety. It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b) of the Securities Act of 1933. RANSON MANAGED PORTFOLIOS (THE NEBRASKA MUNICIPAL FUND) CROSS REFERENCE SHEET (Pursuant to Rule 481(a) showing the location in the Prospectus and the Statement of Additional Information of the responses to the Items of Parts A and B of Form N-14.) CAPTION OR SUBHEADING IN PROSPECTUS ITEM NO. ON FORM N-14 OR STATEMENT OF ADDITIONAL - --------------------------------------- INFORMATION ----------------------------------- Part A -- Information Required in the Prospectus Item 1. Beginning of the Registration Cover Page Statement and Outside Front Cover Page of Prospectus Item 2. Beginning and Outside Back Table of Contents Cover Page of Prospectus Item 3. Fee Table, Synopsis Synopsis; Risk Factors; Expenses Information and Risk Factors Item 4. Information About the Synopsis; Background and Reasons Transaction for the Reorganization; Additional Information about the Agreement; Exhibit I Item 5. Information about the Cover Page; Available Information; Registrant Synopsis; Risk Factors; Comparison of Investment Objectives and Policies; Description of Shares Issued and Rights; Ownership of Ranson Fund and Heartland Fund Shares; Capitalization Table; Additional Information about the Ranson Fund and the Heartland Fund; Incorporation by Reference of Documents in the Prospectus Item 6. Information about the Cover Page of Registration Statement; Company being Acquired Available Information; Synopsis; Risk Factors; Comparison of Investment Objective and Policies; Ownership of Ranson Fund and Heartland Fund Shares; Capitalization Table; Additional Information about the Ranson Fund and the Heartland Fund; Incorporation by Reference of Documents in the Prospectus Item 7. Voting Information Cover Page of Registration Statement; Notice of Special Meeting of Share- holders; Introduction, Voting Information and Requirements; Description of Shares Issued and Rights Item 8. Interest of Certain Persons Not applicable and Experts Item 9. Additional Information Not applicable Required for Reoffering by Persons Deemed to be Underwriters PART B Item 10. Cover Page Cover Page of Statement of Additional Information Item 11. Table of Contents Not applicable Item 12. Additional Information about Incorporation by Reference of the Registrant Documents in the Statement of Additional Information. Item 13. Additional Information about Incorporation by Reference of the Company being Acquired Documents in the Statement of Additional Information. Item 14. Financial Statements Historical Financial Statements; Pro Forma Financial Statements Part C. -- Other Information Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C of this document. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940 the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1993 and it has duly caused this Post- Effective Amendment of its Registration Statement to be signed on its behalf by the undersigned duly authorized in the City of Minot, in the State of North Dakota on the 16th day of December, 1996. Ranson Managed Portfolios by /s/ Robert E. Walstad -------------------------- Robert E. Walstad, President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 16th day of December, 1996: Signatures Title /s/ Robert E. Walstad Trustee, Chairman of the Board, ---------------------- President and Treasurer (Principal Robert E. Walstad Executive Officer and Principal Accounting Officer) /s/ Lynn W. Aas Trustee - ----------------------- Lynn W. Aas /s/ Orlin W. Backes Trustee - ----------------------- Orlin W. Backes /s/ Arthur A. Link Trustee - ----------------------- Arthur A. Link -3-
1.1. Agreement and Declaration of Trust dated August 10, 1990 (incorporated by reference to Form N-1A [File No. 33-36324] filed on behalf of Ranson Managed Portfolios -- The Kansas Municipal Fund). 2.1. By-Laws (incorporated by reference to Form N-1A [File No. 33-36324] filed on behalf of Ranson Managed Portfolios -- The Kansas Municipal Fund). 3.1. Not applicable. 4.1. Agreement and Plan of Reorganization: See Exhibit I to Part A of this Registration Statement. 5.1. Not applicable. 6.1. Management and Investment Advisory Agreement between Registrant and Ranson Capital Corporation.(1) 7.1. Distribution and Services Agreement between Registrant and Ranson Capital Corporation.(1) 7.2. Form of Dealer's Agreement.(1) 9.1. Custodian Agreement between Registrant and First Western Bank & Trust (incorporated by reference to Form N-1A [File No. 33-36324] filed on behalf of Ranson Managed Portfolios -- The Oklahoma Municipal Fund). 10.1. Form of Accounting and Administrative Services Agreements between Registrant and ND Resources, Inc. (incorporated by reference to Form N-1A [File No. 33-36324] filed on behalf of Ranson Managed Portfolios -- The Oklahoma Municipal Fund). 10.2. Shareholder Services Plan between the Ranson Fund and Ranson Capital Corporation.(1) 11.1. Opinion and Consent of Chapman and Cutler.(2) 12.1. Tax Opinion Relating to Reorganization and Consent of Chapman and Cutler. 14.1. Consent of Brady, Martz & Associates, P.C.(2) 14.2. Consent of Arthur Andersen LLP.(2) 15.1. Not applicable. 17.1. Declaration of Registrant under Rule 24f-2.(2) 17.2. Form of Proxy.(3)
- ---------------- (1) Previously filed as part of Registrant's Registration Statement on Form N-1A [File No. 33-36324], Post-Effective Amendment No. 11 and incorporated by reference herein. (2) Incorporated by reference to the initial Registration Statement filed on Form N-14 for Registrant. (3) Incorporated by reference to the definitive prospectus filed pursuant to Rule 497 on October 22, 1996 for Registrant. -4- EX-99.12.1 2 TAX OPINION - CHAPMAN & CUTLER Chapman and Cutler 111 West Monroe Street Chicago, Illinois 60603-4080 December 9, 1996 ND Holdings, Inc. 1 North Main Minot, North Dakota 58703 Heartland Group, Inc. 790 North Milwaukee Street Milwaukee, Wisconsin 53202 Ladies and Gentlemen: We are representing Ranson Managed Portfolios, an unincorporated business trust organized under the laws of Massachusetts ("Ranson"), acting on behalf of the Nebraska Municipal Fund (the "Ranson Fund"), in connection with the proposed transfer of all of the assets and the stated liabilities of the Heartland Nebraska Tax Free Fund (the "Heartland Fund"), a separate series of the Heartland Group, Inc., a Maryland corporation (the "Heartland Group"), to the Ranson Fund in exchange for the issuance to the Heartland Fund of Ranson Fund shares, followed by the pro rata distribution of such shares to the Heartland Fund shareholders in liquidation of the Heartland Fund (the "Reorganization"), pursuant to the Reorganization Agreement, as hereinafter defined. We understand that the following steps have been or will be taken in order to accomplish the Reorganization: (a) On the Closing Date (as defined in the Reorganization Agreement), the Heartland Fund will assign, deliver and otherwise transfer all of its assets to the Ranson Fund and the Ranson Fund will in exchange therefor assume all of the stated liabilities of the Heartland Fund and deliver to the Heartland Fund shares of the Ranson Fund. (b) In the Reorganization, the Heartland Fund will distribute the Ranson Fund shares received to the shareholders of the Heartland Fund and thereupon the Heartland Fund will liquidate. Upon liquidation of the Heartland Fund, all issued and outstanding shares of the Heartland Fund will be canceled on the Heartland Fund's books and the Heartland Fund shareholders will have no further rights as such shareholders. (c) The number of Ranson Fund shares (including fractional shares, if any) to be issued will be determined by dividing the value of the Heartland Fund assets, net of the liabilities assumed by the Ranson Fund, by the net asset value of a Ranson Fund share. (d) Pursuant to the Reorganization Agreement, at the Closing Date, the Ranson Fund will succeed to all of the assets and stated liabilities of the Heartland Fund. (e) Ranson Capital Corporation will pay all expenses of the Heartland Fund that are solely and directly related to the Reorganization (subject to the limitations set forth in the Reorganization Agreement and the Agreement for Sale and Purchase of Certain Assets of the Heartland Advisors, Inc.), but will not pay any other expenses of the Heartland Fund. The shareholders of the Ranson Fund and the Heartland Fund will pay their respective expenses, if any, involved in connection with the Reorganization. In connection with the Reorganization, we have reviewed an executed counterpart of the Agreement and Plan of Reorganization (the "Reorganization Agreement") by and between Ranson, acting on behalf of the Ranson Fund, and the Heartland Group, acting on behalf of the Heartland Fund, dated as of September 20, 1996, and, in rendering the opinions set forth herein, with your permission and with the consent of the Ranson Fund, we have assumed that the facts and representations contained in letters to us from the Ranson Fund and the Heartland Group, acting on behalf of the Heartland Fund, both dated December 9, 1996, were true and correct when made and will remain true and correct as of the Effective Time and, as to representations qualified by the knowledge of the management of the Heartland Group and the Ranson Fund, the underlying facts as of the Effective Time will be consistent with such knowledge. Based upon the foregoing and an examination of such matters of law as we have deemed necessary, we are of the opinion that: (1) the Reorganization will constitute a tax-free "reorganization" within the meaning of Section 368(a) of the Code, and Heartland Fund and Ranson Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (2) no gain or loss will be recognized by the Ranson Fund on its receipt of all of the assets of the Heartland Fund in exchange for shares of the Ranson Fund and the assumption by the Ranson Fund of all the stated liabilities of the Heartland Fund; (3) no gain or loss will be recognized by the Heartland Fund on its transfer of all of its assets to the Ranson Fund solely in exchange for shares of the Ranson Fund and the assumption by the Ranson Fund of all the stated liabilities of the Heartland Fund; 2 (4) no income, gain or loss will be recognized by a shareholder of Heartland Fund upon the receipt of Ranson Fund shares in exchange for their shares of Heartland Fund; (5) the adjusted tax basis of the Ranson Fund shares received by a shareholder of Heartland Fund pursuant to the Reorganization will equal the adjusted tax basis of the shares of Heartland Fund surrendered in exchange therefor; (6) the holding period of the Ranson Fund shares received by a shareholder of Heartland Fund in the Reorganization will include the period during which the shares of Heartland Fund surrendered in exchange therefor were held, provided that the shareholder held such Heartland Fund shares as capital assets on the Closing Date; (7) the basis of the assets of the Heartland Fund in the hands of the Ranson Fund will be the same as the basis of such assets in the hands of the Heartland Fund immediately prior to the Reorganization; and (8) the holding period of the Heartland Fund assets in the hands of the Ranson Fund will include the holding period of those assets in the hands of the Heartland Fund immediately prior to the Reorganization. An opinion of counsel is predicated upon all the facts and conditions as set forth in the opinion and is based upon counsel's analysis of the statutes, regulatory interpretations and case law in effect as of the date of the opinion. It is neither a guarantee of the current status of the law nor should it be accepted as a guarantee that a court of law or an administrative agency will concur in the opinion. Our opinion is limited to the specific matters expressed herein and no further opinions are intend to be (or should be) inferred therefrom. We are admitted to practice law in the State of Illinois. The opinions set forth herein are limited to the federal laws of the United States. We hereby consent to the references to this opinion in Post-Effective Amendment No. 1 to Ranson Fund's Registration Statement on Form N-14 as initially filed with the Securities and Exchange Commission on September 23, 1996 and to the filing of a form of this opinion as an exhibit thereto. Very truly yours, Chapman and Cutler 3 -----END PRIVACY-ENHANCED MESSAGE-----