THE DARUMA FUNDS, INC.
237 Park Avenue
Suite 801
New York, NY 10017
tel(212) 808-7407
fax (212) 808-2480
02/18/97 11:15p
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 #1
to Registration Statement No. 333-0379 on Form N-1A, 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,
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 February 18, 1997
Registration No. 333-03709
ICA No. 811-07621
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
[ ]
Post-Effective Amendment No. 1 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Post-Effective Amendment No. 1 [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.
<PAGE>
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
<PAGE>
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
<PAGE>
The Fund's Prospectus dated August 16, 1996, is incorporated herein by
reference.
<PAGE>
PRINCIPAL HOLDERS OF SHARES
As of December 31, 1996, the following persons were known to the Fund to
be the beneficial owners of 5% or more of the outstanding shares of the Fund:
Percentage of
Name Number of Shares Outstanding Shares
Wm. F. & Donald Gratz TTEE 27,077 29.4%
Treitel-Gratz Co. Inc. Pft. Sh. Tr.
U/A Dtd 1/1/83
13-01 Queens Plaza South
Long Island City, NY 11101
Anthony D'Ottavio 15,995 17.6%
47 East Maple St.
Dallastown, PA 17313
John W. Baackes 10,431 11.3%
Capital Area Community
Health Plan 403(B)
15 Pateman Circle
Menands, NY 12204
Noreen McKee IRA 9,154 10.3%
43 Strong Place
Brooklyn, NY 11231
Mariko O. Gordon 6,904 6.9%
410 West End Avenue
Apt. 3E
New York, NY 10024
Janis Burenga IRA 5,611 6.1%
Star Bank NA Cust.
4 Sanford Rd.
Stockton, NJ 08559
As of December 31, 1996, all of the directors and officers of the Fund
as a group beneficially owned approximately 20.5%
Sticker to Statement of Additional Information dated August 16, 1996
<PAGE>
The Fund's Statement of Additional Information dated August 16, 1996 is
incorporated herein by reference.
<PAGE>
The Fund's Semi-Annual Report to Shareholders dated December 31, 1996,
is herein incorporated by reference.
<PAGE>
PART C - OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS
Included in Prospectus:
(1) Fund Expenses
(2) Financial Highlights
Included in Statement of Additional Information:
***(1) Report of Ernst & Young LLP, independent auditors, dated
July 25, 1996; and
***(2) Statement of Assets and Liabilities dated July 25, 1996.
Included in Part C:
(1) Semi-Annual Report to Shareholders dated December 31, 1996.
(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.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Not Applicable.
(16) Not Applicable.
(17) Not Applicable.
(18) Not Applicable.
(19) Not Applicable.
*Incorporated herein by reference from the Semi-Annual Report
to Shareholders dated December 31, 1996, filed with the
SEC on February 18,1996.
** 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 reference.
<PAGE>
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 January 31, 1997
Common Stock 50
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
agents to such extent as shall be authorized by the Board of Directors or 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 may take
such action as is necessary to carry out these indemnification provisions and
is expressly empowered to adopt, approve and amend from time to time such
by-laws, resolutions or contracts implementing such provisions or such
indemnification arrangements as may be permitted by law. No amendment of the
charter of the Corporation or repeal of any of its provisions shall limit or
eliminate the right of indemnification provided hereunder with respect to
acts or omissions occurring prior to such amendment or repeal.
In addition, and to the fullest extent permitted by Maryland statutory
or decisional law, as amended or interpreted, and the Investment Company Act
of 1940, no director or officer of the Corporation shall be personally liable
to the Corporation or its stockholders for money damages; provided, however,
that such indemnification shall not be construed to protect any director or
officer of the Corporation 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. No amendment of the charter of the
Corporation or repeal of any of its provisions shall limit or eliminate the
limitation of liability provided to directors and officers hereunder with
respect to any act or omission occurring prior to such amendment or repeal.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, directors, officers and
controlling persons of the Registrant by the Registrant pursuant to the
Articles of Incorporation or otherwise, the Registrant is aware that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and, therefore, is
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, directors, officers or controlling persons of the
Registrant in connection with the successful defense of any act, suite or
proceeding) is asserted by such trustees, directors, 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
issues.
<PAGE>
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
The description of the Registrant's adviser, CastleRock Capital
Management, Inc., under the caption "Management of the Fund" in the
Prospectus and "Management of the Fund" in the Statement of Additional
Information constituting parts A and B, respectively, of the Registration
Statement are incorporated herein by reference.
Item 29. PRINCIPAL UNDERWRITERS.
NONE.
Item 30. LOCATION OF ACCOUNTS AND RECORDS.
Accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated
thereunder, in general, are maintained in the physical possession of the
Registrant at 237 Park Avenue, Suite 801, New York, New York 10017; records
relating to the investment advisory or management of the Registrant will be
maintained by the Registrant's Investment Adviser at 237 Park Avenue, Suite
801, New York, New York 10017; the Registrant's transfer and dividend
disbursing agent, American Data Services, Inc. of Huntington, New York will
maintain physical possession of Registrant's shareholder and fund accounting
records; and the custodian, Star Bank, N.A. at 425 Walnut Street, Cincinnati,
Ohio 45201 will maintain physical possession of the Registrant's custodial
records.
Item 31. MANAGEMENT SERVICES.
Not Applicable.
Item 32. UNDERTAKINGS.
(a) The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
(b) The Registrant undertakes (although not required to hold annual
shareholder meetings) if requested to do so by the holders of at
least 10% of its outstanding shares, to call a meeting of
shareholders for the purpose of voting upon the question of
removal of a director or directors and to assist in communications
with other shareholders as required by Section 16(c).
<PAGE>
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 23rd day of January, 1997.
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
(i) Principal Executive Officer:
By:/s/ Mariko O. Gordon President January 23, 1997
Mariko O. Gordon
(ii) Majority of Directors
By:/s/ Fred Ali Director January 23, 1997
Fred Ali
By:/s/ Elizabeth A. Duffy Director January 23, 1997
Elizabeth A. Duffy
By:/s/ Brian J. Heidtke Director January 23, 1997
Brian J. Heidtke
By:/s/ Mariko O. Gordon Director January 23, 1997
Mariko O. Gordon
By:/s/ Noreen McKee Director January 23, 1997
Noreen McKee
<PAGE> 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 23th day of January, 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
(iii) Principal Executive Officer:
By: President January 23, 1997
Mariko O. Gordon
(iv) Majority of Directors
By: Director January 23, 1997
Fred Ali
By: Director January 23, 1997
Elizabeth A. Duffy
By: Director January 23, 1997
Brian J. Heidtke
By: Director January 23, 1997
Mariko O. Gordon
By: Director January 23, 1997
Noreen McKee
<PAGE>
FINANCIAL HIGHLIGHTS
Supplement to Prospectus dated August 16, 1996
This table is presented to show selected data for a share outstanding
throughout the period, and to assist share holders
in evaluating the Fund's performance.
For the period August 16, 1996
through December 31, 1996
Net Asset Value, Beginning of Period $10.00
Income From Investment Operations:
Net investment loss (a) (0.01)
Net realized and unrealized gains on investments 0.78
Total From Investment Operations 0.77
Less Distributions:
Distributions from net realized gains (0.01)
Total Distributions (0.01)
Net Asset Value, End of Period $10.76
Total Return 7.7%
Ratios/Supplemental Data
Net Assets, End of Period $991,317
Ratio of Expenses to Average Net Assets (b) 1.48%*
Ratio of Net Investment Loss to Average Net Assets (c) -0.28%*
Portfolio Turnover Rate 33%*
Average Commission Rate Paid Per Share of Investments
Purchased/Sold $0.03
* Annualized.
(a) The ratio of expenses to average net assets before waiver of fees
and reimbursement of expenses by the investment adviser would have been 9.30%
for the period ended December 31, 1996
(b) The ratio of net investment loss to average net assets before the
waiver of fees and reimbursement of expenses by the investment adviser would
have been (8.1)% for the period ended December 31, 1996.
