<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1996
SECURITIES ACT FILE NO. 33-4806
INVESTMENT COMPANY ACT FILE NO. 811-4636
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 28 / /
AND
REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. / /
(Check appropriate box or boxes)
The Galaxy Fund
(Exact Name of Registrant as Specified in Charter)
4400 Computer Drive
Westboro, Massachusetts 01581-5108
(Address of Principal Executive Officers)
Registrant's Telephone Number:
(800) 628-0414
W. Bruce McConnel, III
DRINKER BIDDLE & REATH
1345 Chestnut Street
Philadelphia, Pennsylvania 19107
(Name and Address of Agent for Service)
Copy to:
Neil Forrest
Vice President
First Data Investor Services Group, Inc.
4400 Computer Drive
Westboro, Massachusetts 01581-5108
It is proposed that this filing will become effective (check appropriate box):
[x] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing
pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
<PAGE> 2
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
This filing is being made solely for the purpose of registering shares pursuant
to Rule 24e-2 under the Investment Company Act of 1940, as amended.
<PAGE> 3
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933(1)
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities Being Being Price Offering Registration
Registered Registered Per Unit Price Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares of Beneficial Interest 173,914,870 NAV $479,958,405 $100
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 24f-2(b), Registrant assumed the redemption credits of
four portfolios of The Shawmut Funds, which were reorganized into, and
continued their investment operations in, four corresponding new
portfolios of the Registrant. The Registrant's new portfolios had no
assets at the time of such reorganization. The Shawmut portfolios had
actual aggregate redemptions of $878,429,132 (440,006,824 shares) for
the period November 1, 1994 through December 1, 1995; used $398,800,727
(266,421,954 shares) thereof for reductions in the filing fee pursuant
to Rule 24f-2(c) under the Investment Company Act of 1940; and
previously used no available redemptions for reductions pursuant to
Rule 24e-2(a) thereunder during this period. Registrant elects to use
redemptions in the aggregate amount of $479,628,405 (173,584,870
shares) for reductions in its current amendment. While no fee is
required to register the 173,584,870 shares, Registrant has elected to
register for $100, an additional $330,000 (330,000 shares of beneficial
interest of Registrant at $1.00 per share).
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Registrant has registered an indefinite number of shares under the
Securities Act of 1933. Registrant filed a Rule 24f-2 notice for the
most recent fiscal year on November 15, 1995, and amended such notice
on December 7, 1995. Registrant continues its election to register an
indefinite number of shares of beneficial interest pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. The Shawmut
Funds filed a final Rule 24f-2 notice on December 22, 1995 (File Nos.
33-48933; 811-58437) for the period November 1, 1994 through December
1, 1995.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Security Act of 1933 and has duly caused this Post-Effective
Amendment No. 28 to its Registration Statement to be signed on its behalf by the
undersigned in the City of Philadelphia, Commonwealth of Pennsylvania on this
17th day of October, 1996.
THE GALAXY FUND
Registrant
/s/ John T. O'Neill
----------------------------
John T. O'Neill
President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 28 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
/s/ John T. O'Neill Trustee, President October 17, 1996
- ------------------------ and Treasurer
John T. O'Neill
*/s/ Dwight E. Vicks, Jr. Chairman of the Board October 17, 1996
- ------------------------ of Trustees
Dwight E. Vicks, Jr.
*/s/ Donald B. Miller Trustee October 17, 1996
- ------------------------
Donald B. Miller
*/s/ Louis DeThomasis Trustee October 17, 1996
- ------------------------
Louis DeThomasis
*/s/ Bradford S. Wellman Trustee October 17, 1996
- ------------------------
Bradford S. Wellman
*/s/ James M. Seed Trustee October 17, 1996
- ------------------------
James M. Seed
*By: /s/ John T. O'Neill
----------------------
John T. O'Neill
Attorney-In-Fact
</TABLE>
<PAGE> 1
DRINKER BIDDLE & REATH
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Telephone: (215) 988-2700
Fax: (215) 988-2757
October 17, 1996
The Galaxy Fund
4400 Computer Drive
Westboro, MA 01581
Re: The Galaxy Fund
Registration No. 33-4806
Ladies and Gentlemen:
We have acted as counsel to The Galaxy Fund ("Galaxy"), a
Massachusetts business trust, in connection with the registration under the
Securities Act of 1933 of 173,914,870 shares of beneficial interest in its
portfolios, $.001 par value (the "Shares"). The Shares are being registered
pursuant to Section 24(e) of the Investment Company Act of 1940 and Rule 24e-2
thereunder by Post-Effective Amendment No. 28 to the Registration Statement of
Galaxy on Form N-1A. Galaxy is authorized to issue an unlimited number of units
of beneficial interest in each of its authorized classes of Shares. Each class
represents interests in a separate portfolio of invested assets.
We have reviewed Galaxy's Declaration of Trust, as amended,
its Code of Regulations, resolutions adopted by its Board of Trustees and
shareholders, and such other legal and factual matters as we have considered
necessary. We have relied on an opinion of Ropes & Gray, special Massachusetts
counsel to Galaxy, insofar as our opinion below relates to matters arising under
the laws of the Commonwealth of Massachusetts.
This opinion is based exclusively on the law of the
Commonwealth of Massachusetts and the federal law of the United States of
America.
Based on the foregoing, we are of the opinion that the Shares
will be, when issued against payment therefor as described in Galaxy's
prospectuses relating to the respective portfolios,
<PAGE> 2
The Galaxy Fund
October 17, 1996
Page 2
interests in which are represented by the Shares, validly issued, fully paid and
non-assessable by Galaxy.
Under Massachusetts law, shareholders of a Massachusetts
business trust could, under certain circumstances, be held personally liable for
the obligations of the trust. However, the Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each note, bond, contract, order or other
undertaking issued by or on behalf of Galaxy or the Trustees relating to Galaxy
or any class of shares of beneficial interest of Galaxy. The Declaration of
Trust provides for indemnification out of the assets of the particular class of
shares for all loss and expense of any shareholder of that class held personally
liable solely by reason of his being or having been a shareholder. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which that class of shares itself would
be unable to meet its obligations.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as part of Galaxy's Registration Statement on
Form N-1A.
Very truly yours,
/s/ Drinker Biddle & Reath
DRINKER BIDDLE & REATH
<PAGE> 1
THE GALAXY FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints John T. O'Neill and W. Bruce McConnel, III, and either of them his true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in his capacity as
trustee or officer, or both, to execute any and all amendments to the Trust's
Registration Statement on Form N-1A pursuant to the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended (the "Acts"), and
all instruments necessary or incidental in connection therewith pursuant to said
Acts and any rules, regulations, or requirements of the Securities and Exchange
Commission in respect thereof, and to file the same with the Securities and
Exchange Commission, and either of said attorneys shall have full power and
authority, to do and perform in the name and on behalf of the undersigned in any
and all capacities, every act whatsoever requisite or necessary to be done, as
fully and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys, or either of them, may
lawfully do or cause to be done by virtue hereof.
Dated: November 30, 1989 /s/ Dwight E. Vicks, Jr.
-------------------------
Dwight E. Vicks, Jr.
<PAGE> 2
THE GALAXY FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints John T. O'Neill and W. Bruce McConnel, III, and either of them his true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in his capacity as
trustee or officer, or both, to execute any and all amendments to the Trust's
Registration Statement on Form N-1A pursuant to the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended (the "Acts"), and
all instruments necessary or incidental in connection therewith pursuant to said
Acts and any rules, regulations, or requirements of the Securities and Exchange
Commission in respect thereof, and to file the same with the Securities and
Exchange Commission, and either of said attorneys shall have full power and
authority, to do and perform in the name and on behalf of the undersigned in any
and all capacities, every act whatsoever requisite or necessary to be done, as
fully and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys, or either of them, may
lawfully do or cause to be done by virtue hereof.
Dated: November 30, 1989 /s/ Donald B. Miller
---------------------
Donald B. Miller
<PAGE> 3
THE GALAXY FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints John T. O'Neill and W. Bruce McConnel, III, and either of them his true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in his capacity as
trustee or officer, or both, to execute any and all amendments to the Trust's
Registration Statement on Form N-1A pursuant to the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended (the "Acts"), and
all instruments necessary or incidental in connection therewith pursuant to said
Acts and any rules, regulations, or requirements of the Securities and Exchange
Commission in respect thereof, and to file the same with the Securities and
Exchange Commission, and either of said attorneys shall have full power and
authority, to do and perform in the name and on behalf of the undersigned in any
and all capacities, every act whatsoever requisite or necessary to be done, as
fully and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys, or either of them, may
lawfully do or cause to be done by virtue hereof.
Dated: November 30, 1989 /s/ Brother Louis DeThomasis
-----------------------------
Brother Louis DeThomasis
<PAGE> 4
THE GALAXY FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints John T. O'Neill and W. Bruce McConnel, III, and either of them his true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in his capacity as
trustee or officer, or both, to execute any and all amendments to the Trust's
Registration Statement on Form N-1A pursuant to the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended (the "Acts"), and
all instruments necessary or incidental in connection therewith pursuant to said
Acts and any rules, regulations, or requirements of the Securities and Exchange
Commission in respect thereof, and to file the same with the Securities and
Exchange Commission, and either of said attorneys shall have full power and
authority, to do and perform in the name and on behalf of the undersigned in any
and all capacities, every act whatsoever requisite or necessary to be done, as
fully and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys, or either of them, may
lawfully do or cause to be done by virtue hereof.
Dated: November 30, 1989 /s/ Bradford S. Wellman
------------------------
Bradford S. Wellman
<PAGE> 5
THE GALAXY FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
appoints John T. O'Neill and W. Bruce McConnel, III, and either of them his true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in his capacity as
trustee or officer, or both, to execute any and all amendments to the Trust's
Registration Statement on Form N-1A pursuant to the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended (the "Acts"), and
all instruments necessary or incidental in connection therewith pursuant to said
Acts and any rules, regulations, or requirements of the Securities and Exchange
Commission in respect thereof, and to file the same with the Securities and
Exchange Commission, and either of said attorneys shall have full power and
authority, to do and perform in the name and on behalf of the undersigned in any
and all capacities, every act whatsoever requisite or necessary to be done, as
fully and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys, or either of them, may
lawfully do or cause to be done by virtue hereof.
Dated: November 30, 1989 /s/ James M. Seed
------------------
James M. Seed
