THE DARUMA FUNDS, INC.
237 Park Avenue, Suite 801
New York, NY 10017
tel:(212) 808-2424
fax:(212) 808-2480
September 8, 1997
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, NW
Washington DC 20549
Re: Daruma Mid-Cap Value Fund, a series of The Daruma Funds, Inc.
Registration No. 333-03709
ICA No. 811-07621
Gentlemen:
Transmitted herewith for filing is Post-Effective Amendment #2 to Registration
Statement No. 333-03709 on Form N-1A, including exhibits, under the Securities
Act of 1933 and the Investment Company Act of 1940.
Please do not hesitate to contact me at (212) 808-2424 with any questions or
comments you may have regarding this letter.
Very truly yours,
/s/Mary B. O'Byrne
Secretary
/mo'b
Enclosures
cc: Thomas R. Westle, Battle Fowler LLP
<PAGE>
As filed with the Securities and Exchange Commission on September 4, 1997
Registration No. 333-03709
ICA No. 811-07621
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM N-1A0REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 2 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Post-Effective Amendment No. 2 [X]
(Check appropriate box or boxes)
THE DARUMA FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
237 Park Avenue, Suite 801
New York, New York 10017
Registrant's Telephone Number, including Area Code: (212) 808-7407
Mariko O. Gordon
CastleRock Capital Management, Inc.
237 Park Avenue, Suite 801
New York, New York 10017
(Name and Address of Agent for Service)
Copy to: THOMAS R. WESTLE, Esq.
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Approximate date of Proposed Public Offering: As soon as practicable after
this Registration Statement becomes effective.
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
The Registrant declares that an indefinite amount of its shares of beneficial
interest is being registered by this Registration Statement pursuant to
Section 24(f) under the Investment Company Act of 1940, as amended, and
Rule 24f-2 thereunder.
THE DARUMA FUNDS, INC.
Registration Statement on Form N-1A
_______________________
CROSS REFERENCE SHEET -
Pursuant to Rule 404(c)
_______________________
Part A
Item No. Prospectus Heading
1.Cover Page........................ Cover Page
2.Synopsis.......................... Fund Facts and Fund Expenses
3.Condensed Financial Information....................... Not Applicable
4.General Description of Registrant........................
Cover Page; Investment Objective; Additional Investment Policies;
Investment Restrictions
5.Management of the Fund............ Management of the Fund; Custodian,
Transfer and Dividend Agent
5a.Management's Discussion of the Fund...................... Management
of the Fund; Dividends and Distributions and Net Asset Value
6.Capital Stock and Other Securities........................ Purchase
of Shares; Redemption of Shares; Description of Common Stock
7.Purchase of Securities Being Offered...........................
Purchase of Shares; Description of Common Stock
8.Redemption or Repurchase.......... Redemption of Shares
9.Legal Proceedings................. Not Applicable
Part B
Item No. Caption in Statement of Additional Information
10.Cover Page........................ Cover Page
11.Table of Contents................. Table of Contents
12.General Information and History.
.......................... The Fund; Management of the Fund;
Description of the Fund
13.Investment Objectives and Policies..
........................ Investment Objective, Policies
and Restrictions; Risk Factors and other Considerations
14.Management of the Fund............ Management of the Fund and
Investment Adviser
15.Control Persons and Principal Holders of
Securities........................ Management of the Fund and Investment
Adviser
16.Investment Advisory and Other Services.................... Management of the
Fund; Pricing of Shares; Redemptions In Kind and Exchange; Counsel and
Independent Auditors
17.Brokerage Allocation.............. Portfolio Transactions
18.Capital Stock and Other Securities........................ Description of
the Fund
19.Purchase, Redemption and Pricing of Securities
Being Offered..................... Pricing of Shares; Redemptions In Kind
20.Tax Status........................ Taxation
21.Underwriters...................... Not Applicable
22.Calculations of Yield............. Performance Data
23.Financial Statements.............. Financial Statements
PART C - OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS
Included in Prospectus:
(1) Fund Expenses
(2) Financial Highlights
Included in Part C:
* (1) Annual Report to Shareholders dated June 30, 1997
(B) EXHIBITS
** (1) Articles of Incorporation of the Registrant.
** (2) Form of By-Laws of the Registrant.
(3) Not Applicable.
(4) Not Applicable.
** (5) Form of Investment Advisory Agreement.
(6) Not Applicable.
(7) Not Applicable.
** (8) Custody Agreement.
** (9) Transfer Agency and Service Agreement
** (9.1) Fund Accounting Service Agreement
*** (10) Consent of Messrs. Battle Fowler LLP as to the legality
of the securities being registered, including their consent to the filing
thereof and as to the use of their name under the heading "Counsel and
Independent Auditors" in the Prospectus and the Statement of Additional
Information.
*** (11) Consent of Ernst & Young, LLP, Independent Auditors.
* Incorporated herein by reference from the Annual Report to Shareholder
s dated June 30, 1997, filed with
the SEC on September 4, 1997.
** Filed as an exhibit to the Registrant's Registration Statement, 333-03709,
filed on May 14, 1996 and
incorporated herein by reference.
*** Filed as an exhibit to the Pre-Effective Amendment No. 1 to the Registration
Statement, 333-03709, filed on August 2, 1996 and incorporated herein by
referece.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Not Applicable.
(16) Not Applicable.
(17) Not Applicable.
(18) Not Applicable.
(19) Not Applicable
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
Item 26. NUMBER OF HOLDERS OF SECURITIES.
Number of Record Holders
Title of Class as of July 31, 1997
Common Stock 65
Item 27. INDEMNIFICATION.
In accordance with Section 2-418 of the General Corporation Law of the State
of Maryland, Article NINTH of the Registrant's Articles of Incorporation
provides in part that, the Corporation shall indemnify (i) its currently
acting and former directors and officers to the fullest extent required
or permitted by the General Laws of the State of Maryland now or hereafter
in force, including the advance of expenses under the procedures and to the
fullest extent permitted by law, and (ii) other employees and agree
the By-Laws and as permitted by law, provided, however, that no director
or officer of the Corporation shall be indemnified against any liability
to the Corporation or its security holders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.
Such indemnification shall not be exclusive of any other rights to which
those seeking indemnification may be entitled and the Board of Directors
e following persons in the capacities and on the date indicated.
Signature Title Date
Principal Executive Officer:
By: President August 29, 1997
Mariko O. Gordon
Majority of Directors
By: Director August 29, 1997
Fred Ali
By: Director August 29, 1997
Elizabeth A. Duffy
By:
THE DARUMA FUNDS, INC.
By: /s/ Mariko O. Gordon
Mariko O. Gordon, President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
Signature Title Date
Principal Executive Officer:
By:/s/ Mariko O. Gordon President August 29, 1997
Mariko O. Gordon
Majority of Directors
By:/s/ Fred Ali Director August 29, 1997
Fred Ali
By:/s/ Elizabeth A. Duffy Director August 29, 1997
Elizabeth A. Duffy
By:/s/ Brian J. Heidtke Director August 29, 1997
Brian J. Heidtke
By:/s/ Mariko O. Gordon Director August 29, 1997
Mariko O. Gordon
By:/s/ Noreen McKee Director August 29, 1997
Noreen McKee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Pre-Effective Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City
of New York, and State of New York, on the 29th day of August, 1997.
THE DARUMA FUNDS, INC.
By:
Mariko O. Gordon, President
Pursuant to the requirements of the Securities Act of 1933,
this Pre-Effective Amendment to the Registration Statement has
been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
Principal Executive Officer:
By: President August 29, 1997
Mariko O. Gordon
Majority of Directors
By: Director August 29, 1997
Fred Ali
By: Director August 29, 1997
Elizabeth A. Duffy
By:
THE DARUMA FUNDS, INC.
By: /s/ Mariko O. Gordon
Mariko O. Gordon, President
Pursuant to the requirements of the Securities Act of 1933,
this Pre-Effective Amendment to the Registration Statement has
been signed below by the following persons in the capacities
and on the date indicated.
Signature Title Date
Principal Executive Officer:
By:/s/ Mariko O. Gordon President August 29, 1997
Mariko O. Gordon
Majority of Directors
By:/s/ Fred Ali Director August 29, 1997
Fred Ali
By:/s/ Elizabeth A. Duffy Director August 29, 1997
Elizabeth A. Duffy
By:/s/ Brian J. Heidtke Director August 29, 1997
Brian J. Heidtke
By:/s/ Mariko O. Gordon Director August 29, 1997
Mariko O. Gordon
By:/s/ Noreen McKee Director August 29, 1997
Noreen McKee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Pre-Effective Amendment to its Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the
City of New York, and State of New York, on the 29th day of August, 1997.
THE DARUMA FUNDS, INC.
By:
Mariko O. Gordon, President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on
the date indicated.
Signature Title Date
Principal Executive Officer:
By: President August 29, 1997
Mariko O. Gordon
Majority of Directors
By: Director August 29, 1997
Fred Ali
By: Director August 29, 1997
Elizabeth A. Duffy
By: Director August 29, 1997
Brian J. Heidtke
By: Director August 29, 1997
Mariko O. Gordon
By: Director August 29, 1997
Noreen McKee
