New Age Alpha Variable Funds Trust
11/15/2024 | Press release | Distributed by Public on 11/15/2024 12:46
Post Effective Amendment to Registration Statement Form POS EX
As filed with the Securities and Exchange Commission on November 15, 2024
Securities Act File No. 333-280905
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☑
Post-Effective Amendment No. 2
NEW AGE ALPHA VARIABLE FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
555 Theodore Fremd Avenue
Suite A-101
Rye, New York 10580
(Address of Principal Executive Offices) (Zip Code)
(212) 922-2699
(Registrant's Area Code and Telephone Number)
Cogency Global Inc.
850 New Burton Road
Suite 201
Dover, Delaware 19904
(Name and Address of Agent for Service)
With copies to:
Bo James Howell
FinTech Law, LLC
6224 Turpin Hills Dr.
Cincinnati, OH 45244
It is proposed that this filing will become effective immediately upon filing, pursuant to Rule 462(d) under the Securities Act of 1933, as amended
No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
Title of Securities Being Registered: Shares of NAA Large Cap Value Series, NAA All Cap Value Series, NAA Small Cap Value Series, NAA SMid-Cap Value Series, NAA Large Core Series, NAA World Equity Income Series, NAA Mid Growth Series, NAA Small Growth Series and NAA Large Growth Series, each a series of the Registrant.
Explanatory Note: This Post-Effective Amendment No. 2 is being made for the purpose of filing the executed Agreements and Plans of Reorganization (Exhibit 4) and the executed opinions of Dechert LLP as to tax matters (Exhibit 12) for the reorganizations of Series A (StylePlus-Large Core Series), Series D (World Equity Income Series), Series J (StylePlus-Mid Growth Series), Series X (StylePlus-Small Growth Series), Series Y (StylePlus-Large Growth Series), Series B (Large Cap Value Series), Series O (All Cap Value Series), Series Q (Small Cap Value Series), and Series V (SMid Cap Value Series), each a series of Guggenheim Variable Funds Trust, into the NAA Large Core Series, NAA World Equity Income Series, NAA Mid Growth Series, NAA Small Growth Series, NAA Large Growth Series, NAA Large Cap Value Series, NAA All Cap Value Series, NAA Small Cap Value Series, and NAA SMid-Cap Value Series.
NEW AGE ALPHA VARIABLE FUNDS TRUST
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
As permitted by Section 17(h) and (i) of the Investment Company Act of 1940, as amended, officers, trustees, employees and agents of the Registrant will not be liable to the Registrant, any shareholder, officer, trustee, employee, agent or other people for any action or failure to act, except for bad faith, willful misfeasance, gross negligence or reckless disregard of duties, and those individuals may be indemnified against liabilities in connection with the Registrant, subject to the same exceptions.
The Registrant's Trust Instrument (Exhibit 28(a) to the Registrant Statement), investment advisory agreements (Exhibit 28(d) to the Registration Statement), distribution agreements (Exhibit 28(e) to the Registration Statement) and administration agreements (Exhibit 28(h) to the Registrant Statement) provide for indemnification of certain persons acting on behalf of the Registrant. The Registrant may, from time to time, enter other contractual arrangements that provide for indemnification.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the "1933 Act"), may be permitted to directors, officers, and controlling persons of the Registrant under the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event 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 defenses 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 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 issue.
ITEM 16. EXHIBITS
| 1 | Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-1A filed May 8, 2024. |
| 2 | Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant's Registration Statement on Form N-1A filed June 12, 2024. |
| 3 | Incorporated herein by reference to Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form N-1A filed September 3, 2024. |
| 4 | Incorporated herein by reference to the Registrant's initial Registration Statement on Form N-14 filed July 19, 2024. |
| 5 | Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14 filed September 4, 2024. |
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 [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the 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 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.
(3) The undersigned registrant agrees to file in a Post-Effective Amendment to this Registration Statement a final tax opinion within a reasonably prompt 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 Rye and the State of New York, on the 15th day of November, 2024.
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NEW AGE ALPHA VARIABLE FUNDS TRUST |
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| By: | /s/ Keith D. Kemp | ||
| Keith D. Kemp, President and Principal Executive Officer |
As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on the date above.
| SIGNATURE | TITLE | DATE | ||
| * | Trustee | November 15, 2024 | ||
| Richard C. Butt | ||||
| * | Trustee | November 15, 2024 | ||
| Colin W. Devine | ||||
| * | Trustee | November 15, 2024 | ||
| Jeremy O. May | ||||
| /s/ Armen Arus | Trustee | November 15, 2024 | ||
| Armen Arus | ||||
| /s/ Keith D. Kemp | President, Principal Executive Officer, | November 15, 2024 | ||
| Keith D. Kemp | and Principal Accounting Officer | |||
| *By: | Keith D. Kemp | November 15, 2024 | ||
| Keith D. Kemp, Attorney-in-Fact |
EXHIBIT INDEX
| 4. | Agreements and Plans of Reorganization |
| 12. | Tax Opinions |