Filed with the Securities and Exchange Commission on September 23,
1996.FILE NO. 2-15037
FILE NO. 811-879
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933X
Post-Effective Amendment No. 54 55
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940X
Amendment No 54 55
TRAINER, WORTHAM FIRST MUTUAL FUNDS
(Exact name of Registrant as Specified in Charter)
845 Third Avenue, 6th Floor
New York, New York 10022 (212) 759-7755
(Address of Principal Executive Offices)(Registrant's Telephone Number)
Joseph V. DelRaso
Stradley, Ronon, Stevens & Young
2600 One Commerce Square
Philadelphia, PA 19103-7098
(Name and Address of Agent for Service)
It is proposed that this filing become effective (check appropriate box):
immediately upon filing pursuant to Paragraph (b);
on (date) pursuant to Paragraph (b);
X 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); or
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
Registrant has registered an indefinite number of Shares of
Beneficial Interest of Trainer, Wortham First Mutual Funds under
the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. The Rule 24f-2 Notice for
Registrant's most recent fiscal year was filed on August 28,
1996.
PART A:
Incorporated by reference from Post Effective Amendment No. 54
Filed electronically on July 17, 1996
Pursuant to Rule 485(a)
<PAGE>
PART B:
Incorporated by reference from Post Effective Amendment No. 54
Filed electronically on July 17, 1996
Pursuant to Rule 485(a)
<PAGE>
Registration Statement
of
TRAINER, WORTHAM FIRST MUTUAL FUNDS
on
Form N-1A
PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) The following Financial Statements are
included in Part B of this Registration
Statement on Form N-1A for the fiscal year
ended June 30, 1996:
* Report of Independent Certified
Public Accountants
* Schedule of Investments at June 30,
1996
* Statement of Assets and Liabilities
at June 30, 1996
* Statement of Operations for the Year
ended June 30, 1996
* Statement of Changes in Net Assets
for the years ended
June 30, 1996 and June 30, 1995
* Financial Highlights
* Notes to Financial Statements
(2) All required financial statements are
included or incorporated by reference in
Parts A and B hereof. All other financial
statements and schedules are inapplicable.
(b) Exhibits:
(1) (a) Articles of Association of
Registrant as amended through
October 29, 1982 are incorporated
herein by reference to Exhibit
No. 1 of Post-Effective Amendment
No. 36 to Registrant's
Registration Statement on Form N-1A filed on
October 29, 1982.
(b) Amendment to Articles of
Association of Registrant filed
October 26, 1983 is incorporated
herein by reference to Exhibit
No. 1 of Post-Effective Amendment
No. 36 to Registrant's
Registration Statement on Form N-1A filed on
October 29, 1983.
(c) Amendment to Articles of
Association of Registrant filed
October 9, 1984 is incorporated
herein by reference to Exhibit
No. 1(a) of Post-Effective
Amendment No. 39 to Registrant's
Registration Statement on Form N-1A filed on
March 18, 1985.
(d) Amendment to Articles of
Association of Registrant filed
on December 8, 1986 is
incorporated herein by reference
to Exhibit No. 1(d) of Post-Effective Amendment
No. 44 to
Registrant's Registration
Statement on Form N-1A filed on
October 27, 1987.
(e) Amendment to Articles of
Association of Registrant filed
on January 25, 1991 is
incorporated herein by reference
to Exhibit 1(e) of Post-Effective
Amendment No. 48 to Registrant's
Registration Statement on Form
N1-A filed on August 31, 1991.
(f) Agreement and Declaration of
Trust and Certificate of Trust of First Mutual Funds,
filed February 23, 1995 are
inc-
orporated herein by
reference to
Exhibit 1(f) of
Post-Effective
Amendment No. 52 to
Registrant's
Registration Statement on
Form N-1A filed on November 30, 1994.
(2) (a) By-Laws, as amended, on July 29,
1992 are incorporated herein by
reference to Exhibit 2(a) of
Post-Effective Amendment No. 49
to Registrant's Registration
Statement on Form N-1A filed on
October 30, 1992.
(b) By-Laws, filed February 23, 1995,
for First Mutual Funds are
incorporated herein by reference
to Exhibit 2(b) of Post-Effective
Amendment No. 52 to Registrant's
Registration Statement on Form N-1A filed on
November 30, 1994.
(3) None.
(4) Specimen stock certificate incorporated
herein by reference to Exhibit No. 4 to
Post-Effective Amendment No. 41 to
Registrant's Registration Statement on
Form N-1A filed on October 31, 1985.
(5) (a) Form of Investment Advisory
Agreement between Registrant and
Trainer, Wortham & Co., Inc. is
incorporated herein by reference
to Exhibit No. 5(a) of Post-Effective Amendment
No. 48 to Registrant's Registration State-
ment on. Form N-1A filed on August 31, 1991.
(b) Form of Investment Advisory
Agreement between Registrant and
Trainer, Wortham & Co., Inc. is
incorporated herein by reference
to Exhibit No. 5(b) of Post-Effective Amendment
No. 52 to Registrant's Registration
Statement on Form N-1A filed on
November 30, 1994.
(6) Underwriting Agreement dated October 1,
1994, between Registrant and Fund/Plan
Broker Services, Inc. is incoporated by
reference to Exhibit No. (6) of Post-Effective
Amendment No. 53 to Registrant's Registration
Statement on Form N-1A filed on October 28, 1995.
(7) None.
(8) Custodian Agreement between Registrant
and United Missouri Bank dated October
18, 1994,is incoporated by reference to
Exhibit No. (6) of Post-Effective
Amendment No. 53 to Registrant's
Registration Statement on Form N-1A
filed on October 28, 1995.
(9) (a) Administration Agreement between
Registrant and First Pennsylvania
Bank, N.A. dated November 1, 1985
is incorporated herein by refer-
ence to Exhibit No. 9(a) of
Post-Effective Amendment No. 42 to
Registrant's Registration
Statement on Form N-1A filed on
August 29, 1986.
(b) Amendment to Administration
Agreement dated December 12, 1985
among Registrant, Fund/Plan
Services, Inc., and First
Pennsylvania Bank, N.A. is
incorporated herein by reference
to Exhibit No. 9(b) of Post-Effective Amendment
No. 42 to Registrant's Registration State-
ment on Form N-1A filed on
August 29, 1986.
(d) Accounting Services Agreement
between Registrant and First
Pennsylvania Bank, N.A. dated
November l, 1985 is incorporated
herein by reference to Exhibit
No. 9(c) of Post-Effective
Amendment No. 42 to Registrant's
Registration Statement on Form N-1A filed on
August 29, 1986.
(e) Amendment to Accounting Services
Agreement dated December 12, 1985
among Registrant, Fund/Plan
Services, Inc., and First
Pennsylvania Bank, N.A. is
incorporated herein by reference
to Exhibit No. 9(d) of Post-Effective Amendment
No. 42 to Registrant's Registration State-
ment on Form N-1A filed on
August 29, 1986.
(10) Opinion and consent of counsel is
incorporated herein by reference to
Registrant's Rule 24f-2 Notice which is
to be filed on or before August 28,
1996.
(11) (a) None.
(b) Consent of Tait, Weller & Baker
is incoporated by reference to
Exhibit No. (6) of Post-Effective
Amendment No. 53 to Registrant's
Registration Statement on Form N-1A filed on
October 28, 1995.
(12) None.
(13) None.
(14) (a) First Mutual Fund, Inc.
Individual Retirement Custodial
Account, Disclosure Statement and
Application is incorporated
herein by reference to Exhibit
14(a) of Post-Effective Amendment
No. 40 to Registrant's Registra-
tion Statement on Form N-1A filed
on August 30, 1985.
(b) First Mutual Fund, Inc. Keogh and
Corporate Defined Contribution
Master Plan and Custodial
Agreement is incorporated herein
by reference to Exhibit 14(b) of
Post-Effective Amendment No. 40
to Registrant's Registration
Statement on Form N-1A filed on
August 30, 1985.
(15) Form of Distribution (i.e., 12b-1 plan)
Agreement between Registrant and
Fund/Plan Broker Services, Inc. is
incorporated herein by reference to
Exhibit No. (15) of Post-Effective
Amendment No. 49 to Registrant's
Registration Statement on Form N-1A
filed on August 31, 1991.
(16) Not applicable.
(17) Powers-of-Attorney incoporated by
reference to Exhibit No. (6) of Post-Effective
Amendment No. 53 to Registrant's Registration
Statement on Form N-1A filed on October 28, 1995.
Item 25. Persons Controlled by or Under Common Control with
Registrant
Not applicable.
Item 26. Number of Holders of Securities
As of September 9, 1996:
Title of Class Number of Record Holders
Common Stock,
$0.01 Par Value
Item 27. Indemnification
Article VII, Section 2 of the Registrant's Agreement and
Declaration of Trust provides as follows: The Trustees shall
not be responsible or liable in any event for any neglect or
wrong-doing of any officer, agent, employee, Manager or
Principal Underwriter of the Trust, nor shall any Trustee be
responsible for the act or omission of any other Trustee, and,
subject to the provisions of the Bylaws, the Trust out of its
assets may indemnify and hold harmless each and every trustee
and officer of the Trust from and against any and all claims,
demands, costs, losses, expenses, and damages whatsoever
arising out of or related to such Trustee's performance of his
or her duties as a Trustee or officer of the Trust; provided
that nothing herein contained shall indemnify, hold harmless or
protect any Trustee or officer from or against any liability to
the Trust or any Shareholder to which he or she would otherwise
be subject by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his or her office.
Every note, bond, contract, instrument, certificate or
undertaking and every other act or thing whatsoever issued,
executed or done by or on behalf of the Trust 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
or with respect to their or his or her capacity as Trustees
or Trustee, and such Trustees or Trustee shall not be
personally liable thereon.
Article Sixth of the By-Laws of the Trust provide that any
trustee and officer shall be indemnified against reasonable
costs and expenses incurred in connection with any proceeding
to which he or she is made a party by reason of his being or
having been a trustee or officer of the Trust, except in
relation to any action, suit or proceeding in which he or she is
adjudged liable because of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in
the conduct of his office. In the absence of an adjudication
which expressly absolves a trustee or officer of liability for
such willful misfeasance, etc., a written opinion of independent
counsel is required prior to payment of indemnification.
Indemnification of the Trust's investment advisor, distributor,
custodian, administrator, transfer agent, dividend disbursing
and redemption agent and accounting services agent is provided
for, respectively, in Section 8 of the Investment Advisory
Agreement (Exhibit 5(a)); Section 8 of the Underwriting
Agreement (Exhibit 6(a)), Section 18 of the Custodian Agreement
(Exhibit 8), Section 25 of the Administration Agreement
(Exhibit 9(a)) Section 8(d) of the Administration Agreement
(Exhibit 9(c)), and Section 23 of the Accounting Services
Agreement (Exhibit 9(c).
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers
and controlling persons of the Trust pursuant to the foregoing
provisions, or otherwise, the Trust 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 Trust of expenses incurred or paid by a
trustee, officer or controlling person of the Trust in the
successful defense of any action, suit or proceeding) is
asserted by such trustee, officer, or controlling person in
connection with the securities which have been registered, the
Trust 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.
Item 28. Business and Other Connections of Investment Advisor
Trainer, Wortham & Co., Inc. is engaged in investment advising
and counseling, and continues an investment counseling business
which began in 1924 as Trainer & Associates. The company is
registered as an investment advisor under the Investment
Advisors Act of 1940 and, as of September, 1996, supervised
approximately $1.7 billion in investment accounts.
The Investment Advisor holds administrative records prepared
prior to May 1, 1991 required to be maintained pursuant to
Section 31(a) under the Investment Company Act of 1940, and the
rules promulgated thereunder.
To the knowledge of the Registrant, none of the directors or
officers of Trainer, Wortham & Co., Inc. is or has been at any
time during the past two fiscal years engaged in any other
business, profession, vocation or employment of a substantial
nature for his own account or in the capacity of director,
officer, employee, partner or trustee.
Item 29. Principal Underwriters
(a) Fund/Plan Broker Services, Inc.
("FPBS"), the principal underwriter
for the Registrant's securities, currently acts as
principal underwriter for the following entities:
The Brinson Funds McM Funds
Chicago Trust Funds Smith Breeden Series Fund
Fairport Funds Smith Breeden Short Duration
U.S. Government Fund
The Japan Alpha Fund
First Mutual Funds Smith Breeden Trust
Focus Trust, Inc. The Stratton Funds, Inc.
Stratton Growth Fund, Inc.
IAA Trust Mutual Funds Stratton Monthly Dividend
Shares, Inc.
Matthews International Funds
The Timothy Plan
(b) The table below sets forth certain
information as to the Underwriter's
Trustees, Officers and Control
Persons:
Position Position
Name and Principal and Offices and Offices
Business Address with Underwriter with Registrant
Kenneth J. Kempf Director and President None
2 W. Elm Street
Conshohocken, PA 19428-0874
Lynne M. Cannon Vice-President and None
2 West Elm Street Principal
Conshohocken, PA 19428-0874
Rocco J. Cavalieri Director and None
2 West Elm Street Vice-President
Conshohocken, PA 19428-0874
<PAGE>
Gerald J. Holland Director, Vice- None
2 W. Elm Street President and
Conshohocken, PA 19428-0874 Principal
Joseph M. O'Donnell, Esq. Director and None
2 West Elm Street Vice-President
Conshohocken, PA 19428-0874
Sandra L. Adams Assistant Vice- None
2 W. Elm Street President and
Conshohocken, PA 19428-0874 Principal
Mary P. Efstration Secretary None
2 W. Elm Street
Conshohocken, PA 19428-0874
John H. Leven Treasurer None
2 W. Elm Streer
Conshohocken, PA 19428-0874
James W. Stratton, may be considered a control person of the
Underwriter due to his direct or indirect ownership of
Fund/Plan Services, Inc., the parent of the Underwriter.
(c) Not applicable
Item 30. Location of Accounts and Records
(1) Trainer, Wortham & Co., Inc., 845 Third Avenue, New York,
NY 10022 (records relating to its functions as investment
advisor).
(2) United Missouri Bank, KC, NA, P.O. Box 412797, Kansas
City, MO 64141-2797 (records prepared after February 29,
1988 relating to its functions as Custodian).
(3) Fund/Plan Services, Inc., 2 W. Elm Street, Conshohocken,
PA 19428 (records prepared after March 15, 1985 relating
to its functions as Transfer Agent, dividend disbursing
and redemption agent, and Accounting Services Agent); and
since April 16, 1991 for its administrative records.
(4) Stradley, Ronon, Stevens & Young, 2600 One Commerce
Square, Philadelphia, PA 19103-7098 (Articles of Association,
By-Laws and Minute Books).
(5) Fund/Plan Broker Services, Inc., 2 W. Elm Street,
Conshohocken, PA 19428 (Administrative records and those
records relating to its function as Distributor prepared
after May 1, 1991 which are required to be maintained
pursuant to Section 31(a) under the Investment Company
Act of 1940, as the rules promulgated thereunder).
Item 31. Management Services
Not applicable
Item 32. Undertakings
(1) The Registrant hereby undertakes to promptly call a
meeting of shareholders for the purpose of voting upon
the question of removal of any trustee or
trustees when
requested in writing to do so by the record holders of
not less than 10 percent of the Registrant's outstanding
shares and to assist its shareholders in accordance with
the requirements of Section 16(c) of the Investment
Company Act of 1940 relating to shareholder
communications.
(2) Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the Registrant's
latest annual report for the fiscal year ended June 30,
1995, upon request and without
charge.<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 Post-Effective Amendment
No. 55 to its
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized,
in Conshohocken PA on September 23, 1996.
FIRST MUTUAL FUNDS
David P. Como*
President and Trustee
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No.
55 to Registrant's Registration Statement has been signed below by the
following persons in the
capacities and on the date(s) indicated.
Signature Title Date
*James F. Twaddell Chairman of the September 23, 1996
Board and Trustee
*H. Williamson Ghriskey, Jr. Vice President September 23, 1996
Secretary and Treasurer
*Robert S. Lazar Trustee September 23, 1996
*David Elias Trustee September 23, 1996
*Raymond Eisenberg Trustee September 23, 1996
*Robert H. Breslin, Jr. Trustee September 23, 1996
*Martin S. Levine Trustee September 23, 1996
.
* By:
Michelle A. Whalen, as Attorney-in-Fact
pursuant to Power-of-Attorney
