AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 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. 28 /x/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /x/
AMENDMENT NO. 26
THE PBHG FUNDS, 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
PILGRIM BAXTER & ASSOCIATES, LTD.
1255 DRUMMERS LANE
SUITE 300
WAYNE, PENNSYLVANIA 19087-1590
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Copies to:
JANE A. KANTER, ESQ. JOHN M. ZERR, ESQ.
KATTEN MUCHIN & ZAVIS GENERAL COUNSEL
1025 THOMAS JEFFERSON STREET, N.W. PILGRIM BAXTER & ASSOCIATES, LTD.
EAST LOBBY, SUITE 700 1255 DRUMMERS LANE
WASHINGTON, D.C. 20007 SUITE 300
WAYNE, PENNSYLVANIA 19087-1590
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/x/ on April 22, 1997 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.
PBHG Strategic Small Cap Value Fund
(PBHG Class Shares)
Contents of Registration Statement
This registration statement consists of the following papers and documents:
Cover Sheet
Contents of Registration Statement
Cross Reference Sheet
Part A - Prospectus
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
<PAGE>
THE PBHG FUNDS, INC.
PBHG Small Cap Value Fund
(PBHG Class Shares)
CROSS REFERENCE SHEET
POST-EFFECTIVE AMENDMENT NO. 28
<TABLE>
<CAPTION>
PART A. Item No. and Captions Caption in Prospectus
<S> <C>
1. Cover Page Cover Page
2. Synopsis Summary
3. Condensed Financial Information Not Applicable
4. General Description of Registrant The Fund and the Portfolios; 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 Securities General Information -- Voting Rights;
General Information -- Dividends and
Distributions; Taxes
7. Purchase of Securities Being Offered How to Purchase Fund Shares; How to
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
</TABLE>
<TABLE>
<CAPTION>
PART B. Item No. and Captions Caption in Statement of Additional
Information
<S> <C>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History The Fund
13. Investment Objectives and Policies Description of Permitted Investments;
Investment Limitations; Description of
Shares
14. Management of the Registrant Directors and Officers of the Fund; The
Administrator
15. Control Persons and Principal Holders Directors and Officers of the Fund
of Securities
16. Investment Advisory and Other Services The Adviser and Sub-Adviser; The
Administrator and Sub-Administrator;
The Distributor
<PAGE>
17. Brokerage Allocation Portfolio Transactions
18. Capital Stock and Other Securities Description of Shares
19. Purchase, Redemption, and Pricing of Purchase and Redemption of Shares;
Securities Being Offered Determination of Net Asset Value
20. Tax Status Taxes
21. Underwriters The Distributor
22. Calculation of Yield Quotations Computation of Yield; Calculation of
Total Return
23. Financial Statements Not Applicable
</TABLE>
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.
This Amendment does not delete, amend, or supersede any information contained in
the Registration Statement or in any previously filed post-effective amendment
to the Registration Statement (whether effective or not), except to the extent
provided herein.
<PAGE>
THE PBHG FUNDS, INC.
PBHG CLASS SHARES
PROSPECTUS DATED APRIL 22, 1997
SUBJECT TO COMPLETION
The PBHG Funds, Inc. (the "Fund") is a mutual fund that offers a convenient and
economical means of investing in professionally managed portfolios of
securities. This Prospectus offers PBHG Class Shares of the following portfolio
("Portfolio"):
o PBHG Small Cap Value Fund
This Prospectus sets forth concisely the information about the Fund and the
Portfolio that a prospective investor should know before investing. Investors
are advised to read this Prospectus and retain it for future reference. A
Statement of Additional Information dated April 22, 1997 has been filed with the
Securities and Exchange Commission and is available upon request and without
charge by calling 1-800-433-0051. The Statement of Additional Information is
incorporated into this Prospectus by reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, ANY
DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, THE FEDERAL RESERVE
BOARD, OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THE FUND'S
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
THE PBHG FUNDS, INC.
PBHG SMALL CAP VALUE FUND
STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 22, 1997
SUBJECT TO COMPLETION
INVESTMENT ADVISER:
PILGRIM BAXTER & ASSOCIATES, LTD.
This Statement of Additional Information is not a prospectus and relates only to
the PBHG Small Cap Value Fund (the "Portfolio"). It is intended to provide
additional information regarding the activities and operations of The PBHG
Funds, Inc. (the "Fund") and the Portfolio, and should be read in conjunction
with the Portfolio's Prospectus dated April 22, 1997. The Prospectus for the
Portfolio may be obtained without charge by calling 1-800-431-0051.
TABLE OF CONTENTS
THE FUND.................................................................S-
DESCRIPTION OF PERMITTED INVESTMENTS.....................................S-
INVESTMENT LIMITATIONS...................................................S-
THE ADVISER..............................................................S-
THE SUB-ADVISER..........................................................S-
THE ADMINISTRATOR AND SUB-ADMINISTRATOR..................................S-
THE DISTRIBUTOR..........................................................S-
DIRECTORS AND OFFICERS OF THE FUND.......................................S-
COMPUTATION OF YIELD.....................................................S-
CALCULATION OF TOTAL RETURN..............................................S-
PURCHASE AND REDEMPTION OF SHARES........................................S-
DETERMINATION OF NET ASSET VALUE.........................................S-
TAXES....................................................................S-
PORTFOLIO TRANSACTIONS...................................................S-
DESCRIPTION OF SHARES....................................................S-
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THE FUND'S
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibit
(a) Financial Statements:
To be filed by amendment.
(b) Exhibits:
<TABLE>
<S> <C>
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(3)
1(d) Agreement and Articles of Merger of PBHG Growth Fund, Inc., a Maryland
corporation(5)
1(e) Articles of Incorporation of The PBHG Funds, Inc.(5)
1(f) Articles of Amendment to the Articles of Incorporation of The PBHG Funds,
Inc., dated November 12, 1993(6)
1(g) Articles of Amendment to the Articles of Incorporation of The PBHG Funds,
Inc. dated May 5, 1994(7)
1(h) Articles of Amendment of the Articles of Incorporation of The PBHG Funds,
Inc. dated December 28, 1995(12)
1(i) Articles Supplementary to the Articles of Incorporation of The PBHG Funds,
Inc. dated May 25, 1994(7)
1(j) Articles Supplementary to the Articles of Incorporation of The PBHG Funds,
Inc. dated December 5, 1994(8)
1(k) Articles Supplementary to the Articles of Incorporation of The PBHG Funds,
Inc. dated December 9, 1994(8)
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(12)
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(12)
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(13)
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(13)
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(13)
1(q) Articles Supplementary to the Articles of Incorporation of The PBHG Funds,
Inc. with respect to the PBHG Large Cap Value Fund, Mid-Cap Value Fund
and the Strategic Small Company Fund dated October 2, 1996(14)
1(r) Articles Supplementary to the Articles of Incorporation of The PBHG Funds,
Inc. with respect to the PBHG Small Cap Value Fund dated January 31, 1997(15)
2 By-Laws(5)
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<PAGE>
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(13)
5(a)(2) Investment Advisory Agreement dated April 28, 1995 and
Schedule A dated December 16, 1996(14)
5(a)(3) Investment Advisory Agreement dated April 28, 1995 and
Schedule A dated April __, 1997(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(12)
5(c) Investment Sub-Advisory Agreement between and among The PBHG
Funds, Inc., on behalf of the International Fund, Pilgrim Baxter &
Associates, Ltd. and Murray Johnstone International Limited dated June
30, 1995(12)
5(d)(1) Investment Sub-Advisory Agreement between and among The PBHG
Funds, Inc., on behalf of PBHG Large Cap Value Fund, Pilgrim
Baxter & Associates, Ltd. and Newbold's Asset Management, Inc.
dated December 16, 1996(15)
5(d)(2) Form of Investment Sub-Advisory Agreement between and among The
PBHG Funds, Inc., on behalf of PBHG Mid-Cap Value Fund, Pilgrim
Baxter & Associates, Ltd. and Newbold's Asset Management, Inc.
dated December __, 1996(14)
5(d)(3) Investment Sub-Advisory Agreement between and among The PBHG
Funds, Inc., on behalf of PBHG Strategic Small Company Fund,
Pilgrim Baxter & Associates, Ltd. and Newbold's Asset Management,
Inc. dated December 16, 1996(15)
5(d)(4) Form of Investment Sub-Advisory Agreement between and among The
PBHG Funds, Inc., on behalf of PBHG Small Cap Value Fund, Pilgrim
Baxter & Associates, Ltd. and Newbold's Asset Management, Inc.
dated April __, 1997(15)
6(a)(1) Distribution Agreement between The PBHG Funds, Inc., and SEI
Financial Services Company dated July 1, 1996 and Schedule A
dated December 16, 1996(14)
6(a)(2) Distribution Agreement between The PBHG Funds, Inc. and SEI
Financial Services Company dated July 1, 1996 and Schedule A dated
April __, 1997(15)
6(b) Copy of Selling Group Agreement(4)
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(6)
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<PAGE>
8(b) Custodian Agreement between The PBHG Funds, Inc. and CoreStates
Bank, N.A. dated September __, 1996 and Schedule A dated December
16, 1996(14)
8(c) Custodian Agreement between The PBHG Funds, Inc. and CoreStates
Bank, N.A. dated September ___, 1996 and Schedule A dated April __,
1997(15)
9(a) Transfer Agency Agreement between Registrant and Supervised Service
Company dated December 16, 1993(6)
9(b)(1) Administrative Services Agreement between The PBHG Funds, Inc.
and PBHG Fund Services dated July 1, 1996 and Exhibit A dated
December 16, 1996(14)
9(b)(2) Administrative Services Agreement between The PBHG Funds, Inc.
and PBHG Fund Services dated July 1, 1996 and Exhibit A dated April
__, 1997(15)
9(c)(1) Sub-Administrative Services Agreement between The PBHG Funds,
Inc. and SEI Fund Resources dated July 1, 1996 and Schedule A dated
December 16, 1996(14)
9(c)(2) Sub-Administrative Services Agreement between The PBHG Funds,
Inc. and SEI Fund Resources dated July 1, 1996 and Schedule A dated
April __, 1997(15)
9(d)(1) Expense Limitation Agreement between The PBHG Funds, Inc. on
behalf of PBHG Core Growth Fund and Pilgrim Baxter & Associates,
Ltd. dated September 24, 1996(14)
9(d)(2) Expense Limitation Agreement between The PBHG Funds, Inc. on
behalf of PBHG Limited Fund and Pilgrim Baxter & Associates, Ltd.
dated September 24, 1996(14)
9(d)(3) Expense Limitation Agreement between The PBHG Funds, Inc. on
behalf of PBHG Large Cap 20 Fund and Pilgrim Baxter & Associates,
Ltd. dated November 24, 1996(15)
9(d)(4) Expense Limitation Agreement between The PBHG Funds, Inc. on
behalf of PBHG Large Cap Value Fund and Pilgrim Baxter &
Associates, Ltd. dated December 16, 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(14)
9(d)(6) Expense Limitation Agreement between The PBHG Funds, Inc. on
behalf of PBHG Strategic Small Company Fund and Pilgrim Baxter &
Associates, Ltd. dated December 16, 1996(15)
9(d)(7) Form of Expense Limitation Agreement between The PBHG Funds,
Inc. on behalf of PBHG Small Cap Value Fund and Pilgrim Baxter &
Associates, Ltd. dated April __, 1997(15)
10(a) Opinion of Counsel(5)
10(b) Opinion of Counsel with respect to the legality of the shares of the
PBHG Core Growth Fund(12)
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<PAGE>
10(c) Opinion of Counsel with respect to the legality of the shares of the
PBHG Limited Fund(12)
10(d) Opinion of Counsel with respect to the legality of the shares of the
PBHG Large Cap 20 Fund(13)
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(14)
10(f) Opinion of Counsel with respect to the legality of the shares of the
PBHG Small Cap Value Fund(15)
11 Consent of Independent Public Accountants(12)
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(9)
15 Plan pursuant to Rule 12b-1 with respect to Trust Class Shares(10)
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<PAGE>
16 Schedule for computation of Performance Quotation provided in the
Registration Statement - none for the PBHG Small Cap Value Fund
18 Rule 18f-3 Multiple Class Plan dated November 20, 1995 and Schedule
A dated April ___, 1997(15)
24(a) Power of Attorney(11)
24(b) Power of Attorney(13)
27 Financial Data Schedule(12)
- --------------------
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. 6 to Registrant's
Registration Statement on Form N-1A (File No. 2-99810).
4 Incorporated herein by reference to Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A (File No. 2-99810).
5 Incorporated herein by reference to Post-Effective Amendment No. 11 to Registrant's
Registration Statement on Form N-1A (File No. 2-99810).
6 Incorporated herein by reference to Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 2-99810).
7 Incorporated herein by reference to Post-Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 2-99810).
8 Incorporated herein by reference to Post-Effective Amendment No. 14 to Registrant's
Registration Statement on Form N-1A (File No. 2-99810).
9 Incorporated herein by reference to Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 2-99810).
10 Incorporated herein by reference to Post-Effective Amendment No. 21 to Registrant's
Registration Statement on Form N-1A (File No. 2-99810).
11 Incorporated herein by reference to Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A (File No. 2-99810).
12 Incorporated herein by reference to Post-Effective Amendment No. 23 to Registrant's
Registration Statement on Form N-1A (File No. 2-99810).
13 Incorporated herein by reference to Post-Effective Amendment No. 24 to Registrant's
Registration Statement on Form N-1A (File No. 2-99810).
14 Incorporated herein by reference to Post-Effective Amendment No. 25 to Registrant's
Registration Statement on Form N-1A (File No. 2-99810).
15. Incorporated herein by reference to Post-Effective Amendment No. 27 to Registrant's
Registration Statement on Form N-1A (File No. 2-99810).
</TABLE>
C-5
<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 Limited Fund 11,856
PBHG Strategic Small Company Fund 1
PBHG Small Cap Value Fund 0
Trust Class 1
PBHG Growth Fund
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
C-6
<PAGE>
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 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
C-7
<PAGE>
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:
Name and Position with
Pilgrim Baxter & Connection with Other
Associates, Ltd. Name of Other Company Company
- ---------------- --------------------- ---------------------
Harold J. Baxter PBHG Fund Services Trustee
Director, Chairman & Chief
Executive Officer United Asset Management Member, Board of
Corporation Directors
Newbold's Asset Chief Executive Officer
Management, Inc.
Gary L. Pilgrim PBHG Fund Services Trustee
Director, President,
Treasurer & Chief
Investment Officer
Brian F. Bereznak PBHG Fund Services President and Trustee
Chief Operating Officer
(from 1989 through 1996)
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<PAGE>
Eric C. Schneider Newbold's Asset Chief Financial Officer
Chief Financial Officer Management, Inc.
Business and Other Connections of Sub-Advisers:
Name and Position with
Newbold's Asset Name of Other
Management, Inc. Company Connection with Other Company
- ---------------- ------------- -----------------------------
Harold J. Baxter Pilgrim Baxter & Director, Chairman & Chief
Chief Executive Officer Associates, Ltd. Executive Officer
PBHG Fund Trustee
Services
United Asset Member, Board of
Management Directors
Corporation
Brian F. Bereznak Pilgrim Baxter & Chief Operating Officer
Director Associates, Ltd. (from 1989 through 1996)
PBHG Fund President and Trustee
Services
Gary L. Pilgrim Pilgrim Baxter & Director, President, Treasurer &
Director Associates, Ltd. Chief Investment Officer
PBHG Fund Trustee
Services
Timothy M. Havens None None
Chairman
James Farrell Farrell Seiwell, President
Chief Investment Officer Inc.
David W. Jennings Pilgrim Baxter & Director of Client Service
President & Chief Associates, Ltd.
Operating Officer
Eric C. Schneider Pilgrim Baxter & Chief Financial Officer
Chief Financial Officer Associates, Ltd.
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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.
Registrant's distributor, SEI Financial Services Company
("SFS"), acts as distributor for:
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
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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
First American Strategy Funds, Inc. October 1, 1996
SFS provides numerous financial services to investment managers, pension plan
sponsors, and bank trust departments. These services include portfolio
evaluation, performance measurement and 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.
Position and
Name and Principal Offices with
Business Address Position and Office with Underwriter Registrant
- ---------------- ------------------------------------ ----------
Alfred P. West, Jr. Director, Chairman & Chief Executive -
Officer
Henry H. Greer Director, President & Chief Operating -
Officer
Carmen V. Romeo Director, Executive Vice President & -
Treasurer
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<PAGE>
Gilbert L. Beebower Executive Vice President -
Richard B. Lieb Executive Vice President, President - -
Investment Services Division
Leo J. Dolan, Jr. Senior Vice President -
Carl A. Guarino Senior Vice President -
Jerome Hickey Senior Vice President -
Larry Hutchinson Senior Vice President
David G. Lee Senior Vice President -
Steven Kramer Senior Vice President -
William Madden Senior Vice President -
Jack May 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, General Counsel Vice President
& Secretary & 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 -
Kim Kirk Vice President & Managing Director -
John Krzeminski Vice President & Managing Director -
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<PAGE>
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 -
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 -
Michael Kantor Vice President -
Samuel King Vice President -
Donald H. Korytowski Vice President -
Robert S. Ludwig Vice President & Team Leader -
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 -
Paul Sachs Vice President -
Steve Smith Vice President -
Daniel Spaventa Vice President -
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<PAGE>
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 Fund Resources
One Freedom Valley Road
Oaks, PA 19456
(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
1255 Drummers Lane, Suite 300 International Limited
Wayne, PA 19087 11 West Nile Street
Glasgow, Scotland G12PX
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Wellington Management Company Newbold's Asset Management, Inc.
75 State Street 950 Haverford Road
Boston, MA 02109 Bryn Mawr, PA 19010
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 Small Cap Value Fund of the Registrant or the effective date
of Post-Effective Amendment No. 27 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 (certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment No. 28 to
its Registration Statement pursuant to Rule 485(b) under Securities Act of 1933)
and has duly caused this Post Effective Amendment No. 28 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
18th day of February, 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
- -------------------- Executive Officer,
Harold J. Baxter and Director February 18, 1997
* 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 February 18, 1997
--------------------
Harold J. Baxter
(Attorney-in-Fact)
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