As filed with the Securities and Exchange Commission on February 13, 2013
Registration No. 333-135371 and 811-21913
_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment [_]
Post-Effective Amendment No. 45 [X]
and/or
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 47 [X]
(Check appropriate box or boxes)
DUNDEEWEALTH FUNDS
(Exact Name of Registrant as Specified in Charter)
1160 WEST SWEDESFORD ROAD, SUITE 140
BERWYN, PA 19312
(Address of Principal Executive Offices, including Zip Code)
DAVID LEBISKY
DUNDEEWEALTH US, LP
1160 WEST SWEDESFORD ROAD, SUITE 140
BERWYN, PA 19312
(Name and Address of Agent for Service)
COPY TO:
JOSHUA DERINGER, ESQ.
DRINKER BIDDLE & REATH LLP
ONE LOGAN SQUARE, STE. 2000
PHILADELPHIA, PA 19103-6996
It is proposed that this filing will become effective (check appropriate box):
[X] Immediately upon filing pursuant to paragraph (b)
[_]On (date) pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] On (date) pursuant to paragraph (a)(1)
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] On (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
EXPLANATORY NOTE
This Post-Effective Amendment No. 45 is filed for the sole purpose of submitting the XBRL exhibits for the risk/return summaries first provided in Post-Effective Amendment No. 44 to the Trust’s Registration Statement filed with the Securities and Exchange Commission pursuant to Rule 485(b) under the Securities Act of 1933, as amended, on January 28, 2013 (SEC Accession No. 0001534424-13-000023).
February 13, 2013
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the 1933 Act and has duly caused this Post-Effective Amendment No. 45 (the “Amendment”) to be signed on its behalf by the undersigned, thereto duly authorized in the City of Berwyn, Commonwealth of Pennsylvania on the 13th day of February 2013.
DUNDEEWEALTH FUNDS
By: /s/Amy Duling
Name: Amy Duling
Title: President
Pursuant to the requirements of the 1933 Act, this Amendment to the registration statement has been signed below by the following persons in the capacities indicated on the 13th day of February 2013.
| John Pereira | Trustee | |
| John Pereira* | ||
| Gary Shugrue | Trustee | |
| Gary Shugrue* | ||
| James Patton | Trustee | |
| James Patton* | ||
| Malcolm MacColl___________ | Trustee | |
| Malcolm MacColl* | ||
| /s/ Amy Duling | President | |
| Amy Duling | ||
| /s/ John Leven | Treasurer (Principal Financial Officer) | |
| John Leven | ||
*By: /s/ Joshua B. Deringer
Joshua B. Deringer
Attorney-In-Fact (pursuant to Power of Attorney)
EXHIBIT INDEX
| Exhibit No. | Description |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
| 101. DEF | XBRL Taxonomy Extension Definition Linkbase |
| 101. LAB | XBRL Taxonomy Extension Labels Linkbase |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |