AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1997.
1933 ACT REGISTRATION NO. 2-99810
1940 ACT REGISTRATION NO. 811-4391
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /x/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 26 /x/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /x/
AMENDMENT NO. 24
THE PBHG FUNDS, INC.
(FORMERLY THE ADVISORS' INNER CIRCLE FUND II, INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
32 SOUTH STREET
BALTIMORE, MARYLAND 21202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (800) 443-0051
HAROLD J. BAXTER
1255 DRUMMERS LANE
SUITE 300
WAYNE, PENNSYLVANIA 19087-1590
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Copies to:
JANE A. KANTER, ESQUIRE
KATTEN MUCHIN & ZAVIS
1025 THOMAS JEFFERSON STREET, NW
EAST LOBBY, SUITE 700
WASHINGTON, D.C. 20007
<PAGE>
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
- --------
on May 1, 1996 pursuant to paragraph (b)
- --------
60 days after filing pursuant to paragraph (a)
- --------
on [date] pursuant to paragraph (a) of Rule 485
- --------
75 days after filing pursuant to paragraph (a)
- --------
Pursuant to the provisions of Rule 24f-2 under the Investment Company Act of
1940, an indefinite number of shares of common stock is being registered by this
Registration Statement. Registrant's Rule 24f-2 Notice for its most recent
fiscal year will be filed on or before May 30, 1997.
<PAGE>
THE PBHG FUNDS, INC.
Contents of Registration Statement
This registration statement consists of the following papers and documents:
Cover Sheet
Contents of Registration Statement
Cross Reference Sheet
Supplement to Prospectus and Statement of Additional Information --
PBHG Limited Fund
Part A - Prospectus -- PBHG Limited Fund
Part B - Statement of Additional Information -- PBHG Limited Fund
Part C - Other Information
Signature Page
<PAGE>
THE PBHG FUNDS, INC.
CROSS REFERENCE SHEET
POST-EFFECTIVE AMENDMENT NO. 26
PART A. Item No. and Captions Caption in Prospectus
1. Cover Page Cover Page
2. Synopsis Summary
3. Condensed Financial Expense Summary; Supplement to Prospectus
Information and Statement of Additional Information
4. General Description The Fund and the Portfolios;
of Registrant Investment Objectives and Policies;
General Investment Policies and
Strategies; Risk Factors; Investment
Limitations; General Information--The
Fund
5. Management of the Fund General Information--Directors of the
Fund; General Information--The
Adviser and Sub-Adviser; General
Information--The Administrator and
Sub-Administrator; General Information
- The Transfer Agent and Sub-
Transfer Agents; General Information--
The Distributor
6. Capital Stock and Other General Information--Voting Rights;
Securities General Information--Dividends and
Distributions; Taxes
7. Purchase of Securities How to Purchase Fund Shares; How to
Being Offered Redeem Fund Shares; Share Price
8. Redemption or Repurchase How to Purchase Fund Shares; How to
Redeem Fund Shares; Share Price
9. Pending Legal Proceedings Not Applicable
PART B. Item No. and Captions Caption in Statement of Additional
Information
10. Cover Page Cover Page
11. Table of Contents Table of Contents
<PAGE>
12. General Information The Fund
and History
13. Investment Objectives Description of Permitted Investments;
and Policie Investment Limitations; Description of
Shares
14. Management of the Directors and Officers of the Fund; The
Registrant Administrator
15. Control Persons and Directors and Officers of the Fund
Principal Holders of
Securities
16. Investment Advisory The Adviser and Sub-Adviser; The
and Other Services Administrator and Sub-Administrator;
The Distributor
17. Brokerage Allocation Portfolio Transactions
18. Capital Stock and Other Description of Shares
Securities
19. Purchase, Redemption, Purchase and Redemption of Shares;
and Pricing of Determination of Net Asset Value
Securities Being Offered
20. Tax Status Taxes
21. Underwriters The Distributor
22. Calculation of Computation of Yield; Calculation of
Performance Data Total Return
23. Financial Statements Supplement to Prospectus and Statement
of Additional Information
PART C Information required to be included in Part C is set forth under
the appropriate item, so numbered, in Part C of this Registration
Statement.
<PAGE>
PARTS A and B
Pursuant to Rule 411 under the Securities Act of 1933, as amended, and Rules 0-4
and 8b-23 under the Investment Company Act of 1940, as amended, the information
required to be included in Part A and Part B of this Registration Statement is
incorporated herein by reference to the Prospectus dated July 1, 1996 and the
Statement of Additional Information dated July 1, 1996, as filed in electronic
format via EDGAR with the Securities and Exchange Commission on July 1, 1996.
This Amendment does not delete, amend, or supersede any information contained in
the Registration Statement or in Post-Effective Amendment No. 25 to the
Registration Statement, except to the extent provided herein.
<PAGE>
THE PBHG FUNDS, INC.
SUPPLEMENT DATED JANUARY 31, 1997
TO THE PROSPECTUS FOR THE PBHG LIMITED FUND DATED JULY 1, 1996 AND
STATEMENT OF ADDITIONAL INFORMATION FOR THE PBHG LIMITED FUND DATED JULY 1, 1996
This Supplement updates certain information contained in the above-dated
Prospectus and Statement of Additional Information ("SAI") of The PBHG Funds,
Inc. (the "Fund") with respect to the PBHG Limited Fund. You may obtain an
additional copy of the Prospectus and SAI, free of charge, by calling
1-800-433-0051.
The information contained on pages 21 to 23 and pages 30 to 37 of The PBHG
Funds, Inc. Semi-Annual Report to Shareholders that relates to the PBHG Limited
Fund should be considered to be part of this Prospectus and SAI for purposes of
including financial information concerning the PBHG Limited Fund in the
Prospectus and SAI. Such information will be considered to be inserted into page
5 of the Prospectus immediately prior to the section entitled "EXPENSE SUMMARY"
and into Page 15 of the SAI immediately following the section entitled
"DESCRIPTION OF SHARES."
<PAGE>
PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibit
(a) Financial Statements:
Part A -- Prospectus:
Supplement to Prospectus and Statement of Additional Information -- PBHG
Limited Fund
Part B -- Statement of Additional Information
Incorporated herein by reference from Registrant's Semi-Annual Report
filed with the SEC on November 4, 1996 are the following financial
statements concerning the PBHG Limited Fund:
Portfolio of Net Assets as of September 30, 1996
Statement of Operations for the period ended September 30, 1996
Statement of Changes in Net Assets for the period ended September 30, 1996
Financial Highlights for the period ended September 30, 1996
Notes to Financial Statements for the period ended September 30, 1996
(b) Exhibits:
1(a) Certificate of Incorporation(1)
1(b) Certificate of Amendment dated October 28, 1985(2)
1(c) Certificate of Amendment to Certificate of Incorporation(4)
1(d) Agreement and Articles of Merger of PBHG Growth Fund, Inc.,
a Maryland corporation(6)
1(e) Articles of Incorporation of The PBHG Funds, Inc.(6)
1(f) Articles of Amendment to the Articles of Incorporation of
The PBHG Funds, Inc., dated November 12, 1993(7)
1(g) Articles of Amendment to the Articles of Incorporation of
The PBHG Funds, Inc. dated May 5, 1994(8)
1(h) Articles of Amendment of the Articles of Incorporation of
The PBHG Funds, Inc. dated December 28, 1995(13)
1(i) Articles Supplementary to the Articles of Incorporation of
The PBHG Funds, Inc. dated May 25, 1994(8)
1(j) Articles Supplementary to the Articles of Incorporation of
The PBHG Funds, Inc. dated December 5, 1994(9)
1(k) Articles Supplementary to the Articles of Incorporation of
The PBHG Funds, Inc. dated December 9, 1994(9)
1(l) Articles Supplementary to the Articles of Incorporation of
The PBHG Funds, Inc. with respect to the Advisers Class
Shares dated December 28, 1995(13)
1(m) Articles Supplementary to the Articles of Incorporation of
The PBHG Funds, Inc. with respect to the PBHG Mid-Cap Growth
Fund dated December 28, 1995(13)
1(n) Articles Supplementary to the Articles of Incorporation of
The PBHG Funds, Inc. with respect to an increase in number
of shares dated May 20, 1996(14)
1(o) Articles Supplementary to the Articles of Incorporation of
THE PBHG Funds, Inc. with respect to the PBHG Limited Fund
dated July 1, 1996(14)
1(p) Articles Supplementary to the Articles of Incorporation of
The PBHG Funds, Inc. with respect to the PBHG Large Cap 20
Fund dated September 6, 1996(14)
1(q) Articles Supplementary to the Articles of Incorporation of
the PBHG Funds, Inc. with respect to the Large Cap Value
Fund, Mid-Cap Value Fund and the Strategic Small Company
Fund dated October 2, 1996(15)
2 By-Laws(6)
3 Voting trust agreement - none
4 Specimen Common Stock Certificate(1)
5(a)(1) Investment Advisory Agreement dated April 28, 1995 and
Schedule A dated November 23, 1996(14)
5(a)(2) Investment Advisory Agreement dated April 28, 1996 and
Schedule A dated December __, 1996(15)
5(b) Investment Sub-Advisory Agreement between and among The PBHG
Funds, Inc., on behalf of the PBHG Cash Reserves Fund,
Pilgrim Baxter & Associates, Ltd. and Wellington Management
Company dated April 4, 1995(13)
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5(c) Investment Sub-Advisory Agreement between and among PBHG
Funds, Inc., on behalf of the International Fund, Pilgrim
Baxter & Associates, Ltd. and Murray Johnstone International
Limited dated June 30, 1995(13)
5(d)(1) Investment Sub-Advisory Agreement between and among PBHG
Funds, Inc., on behalf of PBHG Large Cap Value Fund, Pilgrim
Baxter & Associates, Ltd. and Newbold's Asset Management,
Inc. dated December __, 1996(15)
5(d)(2) Investment Sub-Advisory Agreement between and among PBHG
Funds, Inc., on behalf of PBHG Mid-Cap Value Fund, Pilgrim
Baxter & Associates, Ltd. and Newbold's Asset Management,
Inc. dated December __, 1996(15)
5(d)(3) Investment Sub-Advisory Agreement between and among PBHG
Funds, Inc., on behalf of PBHG Strategic Small Company Fund,
Pilgrim Baxter & Associates, Ltd. and Newbold's Asset
Management, Inc. dated December __, 1996(15)
6(a) Distribution Agreement between The PBHG Funds, Inc., and SEI
Financial Services Company dated July 1, 1996 and Schedule A
dated December __, 1996(15)
6(b) Copy of Selling Group Agreement(5)
7 Bonus, profit sharing or pension plans - none
8(a) Custodian Agreement between The PBHG Funds, Inc., on behalf
of the International Fund, and The Northern Trust Company(7)
8(b) Custodian Agreement between The PBHG Funds, Inc. and
CoreStates Bank, N.A. dated September __, 1996 and Schedule
A dated December __, 1996(15)
9(a) Transfer Agency Agreement between Registrant and Supervised
Service Company dated December 16, 1993(7)
9(b) Administrative Services Agreement between The PBHG Funds,
Inc. and PBHG Fund Services dated July 1, 1996 and Exhibit A
dated December__, 1996(15)
9(c)(1) Sub-Administrative Services Agreement between The PBHG Funds
and SEI Fund Resources dated July 1, 1996 and Schedule A
dated September __, 1996(14)
9(c)(2) Sub-Administrative Services Agreement between The PBHG Funds
and SEI Fund Resources dated July 1, 1996 and Schedule A
dated December __, 1996(15)
9(d)(1) Form of Expense Limitation Agreement between The PBHG Funds,
Inc. on behalf of PBHG Large Cap 20 Fund and Pilgrim Baxter
& Associates, Ltd. dated November__, 1996(14)
9(d)(2) Expense Limitation Agreement between the PBHG Funds, Inc. on
behalf of PBHG Core Growth Fund and Pilgrim Baxter &
Associates, Ltd. dated September 24, 1996(15)
9(d)(3) Expense Limitation Agreement between the PBHG Funds, Inc. on
behalf of PBHG Limited Fund and Pilgrim Baxter & Associates,
Ltd. dated September 24, 1996(15)
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<PAGE>
9(d)(4) Form of Expense Limitation Agreement between the PBHG Funds,
Inc. on behalf of PBHG Large Cap Value Fund and Pilgrim
Baxter & Associates, Ltd. dated December __, 1996(15)
9(d)(5) Form of Expense Limitation Agreement between the PBHG Funds,
Inc. on behalf of PBHG Mid-Cap Value Fund and Pilgrim Baxter
& Associates, Ltd. dated December __, 1996(15)
9(d)(6) Form of Expense Limitation Agreement between the PBHG Funds,
Inc. on behalf of PBHG Strategic Small Company Fund and
Pilgrim Baxter & Associates, Ltd. dated December __,
1996(15)
10(a) Opinion of Counsel(6)
10(b) Opinion of Counsel with respect to the legality of the
shares of the PBHG Core Growth Fund(13)
10(c) Opinion of Counsel with respect to the legality of the
shares of the PBHG Limited Fund(13)
10(d) Opinion of Counsel with respect to the legality of the
shares of the PBHG Large Cap 20 Fund(14)
10(e) Opinion of Counsel with respect to the legality of the
shares of the PBHG Large Cap Value Fund, PBHG Mid-Cap Value
Fund and PBHG Strategic Small Company Fund(15)
11 Consent of Independent Public Accountants(13)
12 Financial Statements omitted from Part B - none
13 Letter from Philadelphia Life Insurance Company to the
Registrant with respect to the initial capitalization of the
Registrant(2)
14(a) Southwestern Life Insurance Company Defined Benefit Pension
Plan and Trust(1)
14(b) Adoption Agreement for Southwestern Life Insurance Company
Standardized Integrated Defined Benefit Pension Plan and
Trust (with Pairing Provisions)(1)
14(c) Adoption Agreement for Southwestern Life Insurance Company
Standardized Non-Integrated Defined Benefit Pension Plan
and Trust (with Pairing Provisions)(1)
14(d) Adoption Agreement for Southwestern Life Insurance Company
Non-Standardized Integrated Defined Benefit Pension Plan and
Trust(1)
14(e) Adoption Agreement for Southwestern Life Insurance Company
Non-Standardized Non-Integrated Defined Benefit Pension
Plan and Trust(1)
14(f) Southwestern Life Insurance Company Combination Profit
Sharing-Money Purchase Plan and Trust(1)
14(g) Adoption Agreement for Southwestern Life Insurance Company
Standardized Money Purchase Plan and Trust (with Pairing
Provisions)(1)
14(h) Adoption Agreement for Southwestern Life Insurance Company
Standardized Profit Sharing Plan and Trust (with Pairing
Provisions)(1)
14(i) Adoption Agreement for Southwestern Life Insurance Company
Non-Standardized Money Purchase Plan and Trust(1)
14(j) Adoption Agreement for Southwestern Life Insurance Company
Non-Standardized Profit Sharing Plan and Trust(1)
14(k) Form 5305, Simplified Employee Pension-Individual Retirement
Accounts Contribution Agreement(1)
14(l) Form 5305-A, Individual Retirement Custodial Account(1)
14(m) Southwestern Life Insurance Company Tax Deferred Annuity
Program Custodial Agreement(1)
14(n) Amendment to Application for Investment Plans under a
403(b)(7) Plan(10)
15 Plan pursuant to Rule 12b-1 with respect to Trust Class
Shares(11)
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<PAGE>
16 Schedule for computation of Performance Quotation provided
in the Registration Statement - none for the PBHG Large Cap
Value Fund, PBHG Mid-Cap Value Fund and PBHG Strategic Small
Company Fund(15)
18 Form of Rule 18f-3 Multiple Class Plan dated November,
1995(11)
24(a) Power of Attorney(12)
24(b) Power of Attorney(14)
27 Financial Data Schedule(13)
----------
(1) Incorporated herein by reference to Pre-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(2) Incorporated herein by reference to Pre-Effective Amendment
No. 2 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(3) Incorporated herein by reference to Post-Effective Amendment
No. 3 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(4) Incorporated herein by reference to Post-Effective Amendment
No. 6 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(5) Incorporated herein by reference to Post-Effective Amendment
No. 10 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(6) Incorporated herein by reference to Post-Effective Amendment
No. 11 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(7) Incorporated herein by reference to Post-Effective Amendment
No. 12 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(8) Incorporated herein by reference to Post-Effective Amendment
No. 13 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(9) Incorporated herein by reference to Post-Effective Amendment
No. 14 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(10) Incorporated herein by reference to Post-Effective Amendment
No. 19 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(11) Incorporated herein by reference to Post-Effective Amendment
No. 21 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(12) Incorporated herein by reference to Post-Effective Amendment
No. 22 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(13) Incorporated herein by reference to Post-Effective Amendment
No. 23 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(14) Incorporated herein by reference to Post-Effective Amendment
No. 24 to Registrant's Registration Statement on Form N-1A
(File No. 2-99810).
(15) Incorporated herein by reference to Post-Effective
Amendment No. 25 to Registrant's Registration Statement
on Form N-1A (File No. 2-99810).
C-4
<PAGE>
Item 25. Persons Controlled by or under Common Control with Registrant
There are no persons that are controlled by or under common control with the
Registrant.
Item 26. Number of Holders of Securities
As of December 31, 1996:
Title of Class Number of Record Holders
PBHG Class
PBHG Growth Fund 238,728
PBHG Emerging Growth Fund 79,672
PBHG International Fund 3,426
PBHG Large Cap Growth Fund 9,840
PBHG Select Equity Fund 32,615
PBHG Cash Reserves Fund 11,844
PBHG Technology & Communications Fund 23,225
PBHG Core Growth Fund 31,156
PBHG Large Cap 20 Fund 5,564
PBHG Large Cap Value Fund 1
PBHG Strategic Small Company Fund 1
PBHG Limited Fund 11,856
Trust Class
PBHG Growth Fund 4
Item 27. Indemnification
The Articles of Incorporation of the Registrant include the following:
ARTICLE VII
7.4 Indemnification. The Corporation, including its successors and assigns,
shall indemnify its directors and officers and make advance payment of related
expenses to the fullest extent permitted, and in accordance with the procedures
required, by the General Laws of the State of Maryland and the Investment
Company Act of 1940. The By-Laws may provide that the Corporation shall
indemnify its employees and/or agents in any manner and within such limits as
permitted by applicable law. Such indemnification shall be in addition to any
other right or claim to which any director, officer, employee or agent may
otherwise be entitled. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise or
employee benefit plan, against any liability (including, with respect to
employee benefit plans, excise taxes) asserted against and incurred by such
person in any such capacity or arising out of such person's position, whether or
not the Corporation would have had the power to indemnify against such
liability. The rights provided to any person by this Article 7.4 shall be
enforceable against the Corporation by such person who shall be presumed to have
relied upon such rights in serving or continuing to serve in the capacities
indicated herein. No amendment of these Articles of Incorporation
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<PAGE>
shall impair the rights of any person arising at any time with respect to events
occurring prior to such amendment.
The By-Laws of the Registrant include the following:
ARTICLE VI
Indemnification
"The Corporation shall indemnify (a) its Directors and officers,
whether serving the Corporation or at its request any other entity, to
the full extent required or permitted by (i) Maryland law now or
hereafter in force, including the advance of expenses under the
procedures and to the full extent permitted by law, and (ii) the
Investment Company Act of 1940, as amended, and (b) other employees
and agents to such extent as shall be authorized by the Board of
Directors and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which
those seeking indemnification may be entitled. 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 resolutions or contracts
implementing such provisions nor such further indemnification
arrangement as may be permitted by law."
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 director, officer or controlling person of the Registrant in the
successful defense of any action, suite or proceeding) is asserted by such
director, 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.
To the extent that the Articles of Incorporation, By-Laws or any other
instrument pursuant to which the Registrant is organized or administered
indemnify any director or officer of the Registrant, or that any contract or
agreement indemnifies any person who undertakes to act as investment adviser or
principal underwriter to the Registrant, any such provision protecting or
purporting to protect such persons against any liability to the Registrant or
its security holders to which he would otherwise by subject by reason of willful
misfeasance, bad faith, or gross negligence, in the performance of his duties,
or by reason of his contract or agreement, will be interpreted and enforced in a
manner consistent with the provisions of Sections 17(h) and (i) of the
Investment company Act of 1940, as amended, and Release No. IC-11330 issued
thereunder.
Item 28. Business and Other Connections of Investment Adviser:
Other business, profession, vocation, or employment of a substantial nature
in which each director or principal officer of Pilgrim Baxter & Associates, Ltd.
is or has been, at any time during the last two fiscal years, engaged for his
own account or in the capacity of director, officer, employee, partner or
trustee are as follows:
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<PAGE>
Name and Position with
Pilgrim Baxter & Connection
Associates, Ltd. Name of Other Company with Other Company
- ---------------- --------------------- ------------------
Harold J. Baxter PBHG Fund Services Trustee
Director, Chairman &
Chief Executive Officer United Asset Management Member, Board of
Corporation Directors
Newbold's Asset Management, Chief Executive Officer
Inc.
Gary L. Pilgrim
Director, President, PBHG Fund Services Trustee
Secretary, Treasurer &
Chief Investment Office
Brian F. Bereznak PBHG Fund Services President
Chief Operating Officer
Eric C. Schneider Newbold's Asset Management, Chief Financial Officer
Chief Financial Officer Inc.
Business and Other Connections of Sub-Advisers:
Name and Position with
Newbold's Asset Connection
Management, Inc. Name of Other Company with Other Company
- ---------------- --------------------- ------------------
Harold J. Baxter Pilgrim Baxter & Associates Director, Chairman & Chief
Chief Executive Officer Executive Officer
PBHG Fund Services Trustee
United Asset Management Corp. Member, Board of
Directors
Timothy M. Havens None None
Chairman
James Farrell Farrell Seiwell, Inc. President
Chief Investment
Officer
David W. Jennings Pilgrim Baxter & Associates Director of Client Service
President & Chief
Operating Officer
Eric C. Schneider Pilgrim Baxter & Associates Chief Financial Officer
Chief Financial Officer
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<PAGE>
The list required by this Item 28 of officers and directors of Murray
Johnstone International Limited, together with information as to any other
business, profession, vocation or employment of a substantial nature engaged in
by such officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV, filed by Murray Johnstone
International Limited pursuant to the Investment Advisers Act of 1940 (SEC File
No. 801-34926).
The list required by this Item 28 of officers and directors of Wellington
Management, together with information as to any other business, profession,
vocation or employment of a substantial nature engaged in by such officers and
directors during the past two years, is incorporated by reference to Schedules A
and D of Form ADV, filed by Wellington Management pursuant to the Investment
Advisers Act of 1940 (SEC File No. 801-15908).
Item 29. Principal Underwriters
(a) Furnish the name of each investment company (other than the
Registrant) for which each principal underwriter currently
distributing the securities of the Registrant also acts as a principal
underwriter, distributor or investment adviser.
C-8
<PAGE>
Registrant's distributor, SEI Financial Services Company ("SFS"),
acts as distributor for:
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
Stepstone Funds January 30, 1991
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFund May 1, 1992
STI Classic Funds May 29, 1992
CoreFunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
1784 Funds (R) June 1, 1993
MarquisSM Funds August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
Inventor Funds, Inc. August 1, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
Ark Funds November 1, 1995
Monitor Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
SEI Asset Allocation Trust April 1, 1996
Turner Funds April 30, 1996
SEI Institutional Investments Trust June 14, 1996
SFS provides numerous financial services to investment managers, pension plan
sponsors, and bank trust departments. These services include portfolio
evaluation, performance measurement and
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<PAGE>
consulting services ("Funds Evaluation") and automated execution, clearing and
settlement of securities transactions ("MarketLink").
(b) Furnish the information required by the following table with respect
to each director, officer or partner of each principal underwriter
named in the answer to Item 21 of Part B.
Name and Principal Position and Office with Underwriter Positions and
Business Address Offices with
Registrant
Alfred P. West, Jr. Director, Chairman -
& Chief Executive Officer
Henry H. Greer Director, President -
& Chief Executive Officer
Carmen V. Romeo Director, Executive Vice President -
& Treasurer
Gilbert L. Beebower Executive Vice President -
Richard B. Lieb Executive Vice President -
Leo J. Dolan, Jr. Senior Vice President -
Carl A. Guarino Senior Vice President -
Jerome Hickey Senior Vice President -
David G. Lee Senior Vice President -
Steven Kramer Senior Vice President -
William Madden Senior Vice President -
A. Keith McDowell Senior Vice President -
Dennis J. McGonigle Senior Vice President -
Hartland J. McKeown Senior Vice President -
Barbara J. Moore Senior Vice President -
James V. Morris Senior Vice President -
Steven Onofrio Senior Vice President -
Kevin P. Robins Senior Vice President, Vice
General Counsel & Secretary President &
Assistant
Secretary
Robert Wagner Senior Vice President -
Patrick K. Walsh Senior Vice President -
Kenneth Zimmer Senior Vice President -
Marc H. Cahn Vice President & Assistant Secretary
Robert Crudup Vice President & Managing Director -
Vic Galef Vice President & Managing Director -
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<PAGE>
Name and Principal Position and Office with Underwriter Positions and
Business Address Offices with
Registrant
Kim Kirk Vice President & Managing Director -
John Krzeminski Vice President & Managing Director -
Carolyn McLaurin Vice President &Managing Director -
Donald Pepin Vice President & Managing Director -
Mark Samuels Vice President & Managing Director -
Wayne M. Withrow Vice President & Managing Director -
Mick Duncan Vice President & Team Leader -
Robert Ludwig Vice President & Team Leader -
Vicki Malloy Vice President & Team Leader -
Robert Aller Vice President -
Gordon W. Carpenter Vice President -
Todd Cipperman Vice President & Assistant Secretary -
Ed Daly Vice President -
Jeff Drennen Vice President -
Kathy Heilig Vice President -
Larry Hutchison Vice President -
Michael Kantor Vice President -
Samuel King Vice President -
Donald H. Korytowski Vice President -
Robert S. Ludwig Vice President & Team Leader -
Jack May Vice President -
W. Kelso Morrill Vice President -
Barbara A. Nugent Vice President & Assistant Secretary Vice
President &
Assistant
Secretary
Sandra K. Orlow Vice President & Assistant Secretary Vice
President &
Assistant
Secretary
Larry Pokora Vice President -
Kim Rainey Vice President -
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<PAGE>
Name and Principal Position and Office with Underwriter Positions and
Business Address Offices with
Registrant
Paul Sachs Vice President -
Steve Smith Vice President -
Daniel Spaventa Vice President -
Kathryn L. Stanton Vice President & Assistant Secretary Vice
President &
Assistant
Secretary
William Zawaski Vice President -
James Dougherty Director of Brokerage Services -
c. None.
Item 30. Location of Accounts and Records
Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the Rules promulgated thereunder, are
maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8);
(12); and 31a-1(d), the required books and records are maintained at the
offices of Registrant's Custodian:
CoreStates Bank, N.A. The Northern Trust Company
Broad and Chestnut Streets 50 South LaSalle Street
P.O. Box 7618 Chicago, IL 60675
Philadelphia, PA 19101
(b) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D); (4); (5);
(6); (8); (9); (10); (11) and 31a-1(f), the required books and records are
currently maintained at the offices of Registrant's Sub-Administrator:
SEI Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the
required books and records are maintained at the principal offices of the
Registrant's Adviser or Sub-Adviser:
Pilgrim Baxter & Associates, Ltd. Murray Johnstone International Limited
1255 Drummers Lane, Suite 300 11 West Nile Street
Wayne, PA 19087 Glasgow, Scotland G12PX
Wellington Management Company Newbold's Asset Management, Inc.
75 State Street 950 Haverford Road
Boston, MA 02109 Bryn Mawr, PA 19010
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<PAGE>
Item 31. Management Services: None.
Item 32. Undertakings
Registrant hereby undertakes that whenever shareholders meeting the
requirements of Section 16(c) of the Investment Company Act of 1940
inform the Board of Directors of their desire to communicate with
Shareholders of the Fund, the Directors will inform such Shareholders
as to the approximate number of Shareholders of record and the
approximate costs of mailing or afford said Shareholders access to a
list of Shareholders.
Registrant undertakes to call a meeting of Shareholders for the
purpose of voting upon the question of removal of a Director(s) when
requested in writing to do so by the holders of at least 10% of
Registrant's outstanding shares and in connection with such meetings
to comply with the provisions of Section 16(c) of the Investment
Company Act of 1940 relating to Shareholder communications.
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.
Registrant hereby undertakes to file a post-effective amendment,
including financial statements which need not be audited, within 4-6
months from the later of the commencement of operations of the PBHG
Large Cap Value Fund, PBHG Mid-Cap Value Fund and PBHG Strategic Small
Company Fund of the Registrant or the effective date of Post-Effective
Amendment No. 25 to the Registrant's 1933 Act Registration Statement.
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<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this Post
Effective Amendment No. 26 to Registration Statement No. 2-99810 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Wayne,
and Commonwealth of Pennsylvania on the 31st day of January, 1997.
THE PBHG FUNDS, INC.
Registrant
By: /s/ Harold J. Baxter
--------------------
Harold J. Baxter
Chairman and Chief Executive Officer
ATTEST:
/s/ Brian F. Bereznak
- ---------------------
Brian F. Bereznak, Vice President
and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
/s/ Harold J. Baxter Chairman and Chief ____________________
Harold J. Baxter Executive Officer,
and Director
* Director ____________________
John R. Bartholdson
* Director ____________________
Jettie M. Edwards
* Director ____________________
Albert A. Miller
* Chief Financial ____________________
Stephen G. Meyer Officer and Controller
* By: /s/ Harold J. Baxter 1/31/97
--------------------- -----------
Harold J. Baxter Date
(Attorney-in-Fact)
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