As filed with the Securities and Exchange Commission on December 20, 2000.
File No. 333-43554
File No. 811-10039
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
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Post-Effective Amendment No. 1 [X]
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 3 [X]
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J&B FUNDS
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Stephen S. Soden
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Name and Address of Agent for Service)
With a copy to:
Michael P. O'Hare, Esq.
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, P 19103
It is proposed that this filing 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.
This Post-Effective Amendment No. 1 under the Securities Act of 1933, as amended
(the "1933 Act") is being filed solely for the purpose of filing signed
Management Agreements, an Underwriting Agreement, a Custodian Agreement as well
as the auditor's consent. Parts A and B are incorporated herein by reference to
the Registrant's Pre-Effective Amendment No. 2 under the 1933 Act that was filed
via EDGAR with the Securities and Exchange Commission on December 15, 2000.
J&B FUNDS
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS.
(a)(1) Agreement and Declaration of Trust dated August 4, 2000 is
incorporated herein by reference to Exhibit No. EX-99.a.1 of
Registrant's Registration Statement on Form N-1A as filed with
the Securities and Exchange Commission (the "SEC") via EDGAR on
August 11, 2000 (File No. 811-10039).
(a)(2) Certificate of Trust as filed with the State of Delaware on
August 4, 2000 is incorporated herein by reference to Exhibit
No. EX-99.a.2 of the Registrant's Registration Statement on Form
N-1A as filed with the SEC via EDGAR on August 11, 2000 (File
No. 811-10039).
(a)(3) Officer's Certificate designating the three initial series of
the Registrant dated November 28, 2000 is incorporated herein by
reference to Exhibit No. EX-99.a.3 of the Registrant's
Pre-Effective Amendment #1 on Form N-1A as filed with the SEC
via EDGAR on November 29, 2000 (File No. 811-10039).
(b) By-Laws are incorporated herein by reference to Exhibit No.
EX-99.b of the Registrant's Pre-Effective Amendment #1 on Form
N-1A as filed with the SEC via EDGAR on November 29, 2000 (File
No. 811-10039).
(c) Instruments Defining Rights of Security Holders.
See Article III, "Shares" and Article V "Shareholders' Voting
Powers and Meetings" of the Registrant's Agreement and
Declaration of Trust.
See also, Article II, "Meetings of Shareholders" of the
Registrant's By-Laws.
(d)(1) Management Agreement between the Registrant, on behalf of its
series, J&B Small-Cap International Fund, and Jones &
Babson, Inc. dated December 19, 2000 is filed herewith as Exhibit No.
EX-99.d.1.
(d)(2) Management Agreement between the Registrant, on behalf of its
series, J&B Small-Cap Aggressive Growth Fund, and Jones &
Babson, Inc. dated December 19, 2000 is filed herewith as Exhibit No.
EX-99.d.2.
(d)(3) Management Agreement between the Registrant, on behalf of its
series, J&B Mid-Cap Aggressive Growth Fund, and Jones &
Babson, Inc. dated December 19, 2000 is filed herewith as Exhibit No.
EX-99.d.3.
(d)(4) Sub-Advisory Agreement between the Registrant, on behalf of J&B
Small-Cap International Fund, and Denver Investment Advisors LLC
dated December 11, 2000 is incorporated herein by reference to
Exhibit No. EX-99.d.2 of the Registrant's Pre-Effective Amendment
#2 on Form N-1A as filed with the SEC via EDGAR on December 15,
2000 (File No. 811-10039).
(d)(5) Sub-Advisory Agreement between the Registrant, on behalf of J&B
Small-Cap International Fund, and KB Growth Advisors, LLC dated
December 11, 2000 is incorporated herein by reference to
Exhibit No. EX-99.d.3 of the Registrant's Pre-Effective Amendment
#2 on Form N-1A as filed with the SEC via EDGAR on December 15,
2000 (File No. 811-10039).
(d)(6) Sub-Advisory Agreement between the Registrant, on behalf of J&B
Small-Cap International Fund, and McKinley Capital Management,
Inc. dated December 11, 2000 is incorporated herein by reference to
Exhibit No. EX-99.d.4 of the Registrant's Pre-Effective Amendment
#2 on Form N-1A as filed with the SEC via EDGAR on December 15,
2000 (File No. 811-10039).
(e) Underwriting Agreement between the Registrant and Jones
& Babson, Inc. dated November 1, 2000 is filed herewith as
Exhibit No. EX-99.e.
(f) Bonus or Profit Sharing Contracts.
Not Applicable.
(g)(1) Custodian Agreement between the Registrant and UMB Bank, N.A.
dated October 30, 1995 is incorporated herein by reference to
Exhibit No. EX-99.g.1 of the Registrant's Pre-Effective Amendment
#2 on Form N-1A as filed with the SEC via EDGAR on December 15,
2000 (File No. 811-10039).
(g)(2) Custodian Agreement between the Registrant and State Street Bank
and Trust Company dated December 20, 2000 is filed herewith as
Exhibit No. EX-99.g.2.
(h) Transfer Agency Agreement between the Registrant and Jones &
Babson, Inc. dated as of December 15, 2000 is incorporated herein
by reference to Exhibit No. EX-99.h of the Registrant's
Pre-Effective Amendment #2 on Form N-1A as filed with the SEC via
EDGAR on December 15, 2000 (File No. 811-10039).
(i) Opinion and Consent of Counsel dated November 28, 2000 is
incorporated herein by reference to Exhibit No. EX-99.i of the
Registrant's Pre-Effective Amendment #1 on Form N-1A as filed
with the SEC via EDGAR on November 29, 2000 (File No. 811-10039).
(j)(1) Consent of Auditors dated December 19, 2000 is filed herewith as
Exhibit No. EX-99.j.1.
(j)(2) Power of Attorney is incorporated herein by reference to Exhibit
No. EX-99.j.2 of the Registrant's Pre-Effective Amendment #1 on
Form N-1A as filed with the SEC via EDGAR on November 29, 2000
(File No. 811-10039).
(k) Omitted Financial Statements.
Not Applicable.
(l) Initial Capital Agreements.
Not Applicable.
(m) Rule 12b-1 Plan.
Not Applicable.
(n) Rule 18f-3 Plan.
Not Applicable.
(p)(1) Code of Ethics of the Registrant, its Manager and Underwriter is
incorporated herein by reference to Exhibit No. EX-99.p.1 of the
Registrant's Pre-Effective Amendment #1
on Form N-1A as filed
with the SEC via EDGAR on November 29, 2000 (File No. 811-10039).
(p)(2) Code of Ethics of Denver Investment Advisors, Inc. is
incorporated herein by reference to Exhibit No. EX-99.p.2 of the
Registrant's Pre-Effective Amendment #1 on Form N-1A as filed
with the SEC via EDGAR on November 29, 2000 (File No. 811-10039).
(p)(3) Code of Ethics of McKinley Capital Management, Inc. is
incorporated herein by reference to Exhibit No. EX-99.p.3 of the
Registrant's Pre-Effective Amendment #1 on Form N-1A as filed
with the SEC via EDGAR on November 29, 2000 (File No. 811-10039).
(p)(4) Code of Ethics of Knappenberger Bayer, Inc. is incorporated
herein by reference to Exhibit No. EX-99.p.4 of the Registrant's
Pre-Effective Amendment #1 on Form N-1A as filed with the SEC
via EDGAR on November 29, 2000 (File No. 811-10039).
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT.
None.
ITEM 25. INDEMNIFICATION.
Article VII, Section 2(a) of the Agreement and Declaration of Trust
provides that to the fullest extent that limitations on the liability of
Trustees and officers are permitted by the Delaware Business Trust Act, the
officers and Trustees shall not be responsible or liable in any event for any
act or omission of: any agent or employee of the Trust; any Investment Adviser
or Principal Underwriter of the Trust; or with respect to each Trustee and
officer, the act or omission of any other Trustee or officer, respectively.
The Trust, out of the Trust Property, shall indemnify and hold harmless each
and every officer and Trustee from and against any and all claims and demands
whatsoever arising out of or related to such officer's or Trustee's performance
of his or her duties as an officer or Trustee of the Trust. This limitation on
liability applies to events occurring at the time a Person serves as a Trustee
or officer of the Trust whether or not such Person is a Trustee or officer at
the time of any proceeding in which liability is asserted. Nothing herein
contained shall indemnify, hold harmless or protect any officer or Trustee from
or against any liability to the Trust or any Shareholder to which such Person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
Person's office.
Article VII, Section 2(b) provides that every note, bond, contract,
instrument, certificate or undertaking and every other act or document
whatsoever issued, executed or done by or on behalf of the Trust, the officers
or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been issued, executed or done only in such Person's
capacity as Trustee and/or as officer, and such Trustee or officer, as
applicable, shall not be personally liable therefore, except as described in
the last sentence of the first paragraph of Section 2 of Article VII.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.
The principal business of Jones & Babson, Inc. is the management of the
J&B Funds and Babson Funds families of mutual funds. It also provides fund
accounting, fund administration and fund transfer agency services for
non-affiliated mutual funds, and has expertise in the tax and pension plan
field. It supervises
a number of prototype and profit-sharing plan programs
sponsored by various organizations eligible to be prototype plan sponsors. The
principal business of each sub-adviser is to provide investment counsel and
advice to a wide variety of clients.
ITEM 27. PRINCIPAL UNDERWRITER.
(a) Jones & Babson, Inc., the principal underwriter of the Registrant,
also acts as principal underwriter for the following:
UMB Scout Stock Fund, Inc.
-UMB Scout Stock Fund
-UMB Scout Stock Select Fund
UMB Scout WorldWide Fund, Inc.
-UMB Scout WorldWide Fund
-UMB Scout WorldWide Select Fund
UMB Scout Regional Fund, Inc.
UMB Scout Balanced Fund, Inc.
UMB Scout Bond Fund, Inc.
UMB Scout Capital Preservation Fund, Inc.
UMB Scout Kansas Tax-Exempt Bond Fund, Inc.
UMB Scout Money Market Fund, Inc.
UMB Scout Tax-Free Money Market Fund, Inc.
UMB Scout Funds
-UMB Scout Technology Fund
-UMB Scout Equity Index Fund
David L. Babson Growth Fund, Inc.
Babson Enterprise Fund, Inc.
Babson Enterprise Fund II, Inc.
D.L. Babson Money Market Fund, Inc.
-Prime Portfolio
-Federal Portfolio
D.L. Babson Tax-Free Income Fund, Inc.
-Portfolio S
-Portfolio L
-Portfolio MM
D.L. Babson Bond Trust
-Portfolio L
-Portfolio S
Babson Value Fund, Inc.
Shadow Stock Fund, Inc.
Babson-Stewart Ivory International Fund, Inc.
AFBA 5 Star Fund, Inc.
Buffalo Balanced Fund, Inc.
Buffalo Equity Fund, Inc.
Buffalo High Yield Fund, Inc.
Buffalo Small Cap Fund, Inc.
Buffalo USA Global Fund, Inc.
Investors Mark Series Fund, Inc.
(b) Herewith is the information required by the following table with
respect to each director, officer or partner of the underwriter
named in answer to Item 20 of Part B:
Name and Principal Position & Offices Positions & Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------
Stephen S. Soden Chairman and Chairman and Trustee
700 Karnes Blvd. Director
Kansas City, MO
64108-3306
Giorgio Balzer Director None
700 Karnes Blvd.
Kansas City, MO
64108-3306
Robert T. Rakich Director None
700 Karnes Blvd.
Kansas City, MO
64108-3306
Edward S. Ritter Director None
700 Karnes Blvd.
Kansas City, MO
64108-3306
Robert N. Sawyer Director Trustee
700 Karnes Blvd.
Kansas City, MO
64108-3306
Vernon W. Voorhees Director None
700 Kansas City, MO
64108-3306
P. Bradley Adams Vice President and Vice President and
700 Karnes Blvd. Treasurer Treasurer
Kansas City, MO
64108-3306
Martin A. Cramer Vice President and Vice President and
700 Karnes Blvd. Secretary Secretary
Kansas City, MO
64108-3306
(c) The principal underwriter does not receive any remuneration or
compensation for the duties or services rendered to the Registrant
pursuant to the principal underwriting agreement.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
Each account, book or other document required to be maintained by Section
31(a) of the Investment Company Act of 1940, as amended and Rules (17 CFR
270-31a-1 to 31a-3) promulgated thereunder, is in the physical possession of
Jones & Babson, Inc., at BMA Tower, 700 Karnes Blvd., Kansas City, Missouri
64108-3306.
ITEM 29. MANAGEMENT SERVICES.
There are no management related service contracts not discussed in Part A
or Part B.
ITEM 30. UNDERTAKINGS.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the provisions described in response to item 25, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, 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 a Trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such Trustee, officer or controlling person
in connection with the securities 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 issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act") and the Investment Company Act of 1940, as amended,
the Registrant certifies that it meets all the requirements for effectiveness
of this Registration Statement under Rule 485(b) under the Securities Act and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Kansas City, and the State of
Missouri on the 20th day of December, 2000.
J&B Funds
/s/Stephen S. Soden
Stephen S. Soden
Chairman and Trustee
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and the date(s) indicated.
Signature Title Date
/s/Stephen S. Soden Chairman and Trustee December 20, 2000
Stephen S. Soden
/s/P. Bradley Adams Trustee, Treasurer and Principal December 20, 2000
P. Bradley Adams Financial & Accounting Officer
/s/ Eric T. Jager Trustee December 20, 2000
Eric T. Jager*
/s/ John A. MacDonald Trustee December 20, 2000
John A. MacDonald*
/s/Steve W. Panknin Trustee December 20, 2000
Steve W. Panknin*
/s/James R. Seward Trustee December 20, 2000
James R. Seward*
/s/Robert N. Sawyer Trustee December 20, 2000
Robert N. Sawyer*
* By /s/ Stephen S. Soden
Stephen S. Soden
Pursuant to Power of Attorney previously filed.
EXHIBIT INDEX
EXHIBITS EXHIBIT NO.
Management Agreement
between Registrant and Jones &
Babson, Inc., on behalf of J&B
Small-Cap International Fund EX-99.d.1
Management Agreement
between Registrant and Jones &
Babson, Inc., on behalf of J&B
Small-Cap Aggressive Growth Fund EX-99.d.2
Management Agreement
between Registrant and Jones &
Babson, Inc., on behalf of J&B
Mid-Cap Aggressive Growth Fund EX-99.d.3
Underwriting Agreement
between Registrant and Jones &
Babson, Inc. EX-99.e
Custody Agreement
between the Registrant and
State Street Bank and Trust
Company EX-99.g.2
Consent of Auditors EX-99.j.1
