<PAGE> 1
Registration Nos. 33-6790 and 811-4719
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___
Post-Effective Amendment No. 16
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 16
(Check appropriate box or boxes)
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THE WESTWOOD FUNDS
(Exact Name of Registrant as Specified in Charter)
One Corporate Center
Rye, New York 10580
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (800) 422-3554
Susan M. Byrne
885 Third Avenue
New York, New York 10022
(Name and Address of Agent for Service)
copies to:
Steven R. Howard, Esq. Bruce N. Alpert
Baker & McKenzie Teton Advisers LLC
805 Third Avenue One Corporate Center
New York, New York 10022 Rye, New York 10580
----------------
It is proposed that this filing will be effective (check appropriate
box)
/_/ immediately upon filing pursuant to paragraph (b) of Rule 485
/_/ on (date) pursuant to paragraph (b) of Rule 485
/X/ 60 days after filing pursuant to paragraph (a) of Rule 485
/ / on ________ pursuant to paragraph (a) of Rule 485
Registrant has registered an indefinite number of its shares of beneficial
interest under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the fiscal
year ended September 30, 1996 was filed on November 22, 1996.
Total Pages:
Exhibit Index:
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Part A; Part B; and Part C Items 24(a) 24(b)(1) through 24(b)(9) and Item
24(b) (12) through 24(b)(16)(e) and Item 24(24(b)(17) through Item 32 are
incorporated by reference to Post-Effective Amendment No. 15 of the
Registration Statement on Form N1-A filed on February 20, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of New York on
the 3rd day of April 1997.
THE WESTWOOD FUNDS
BY: * Bruce Alpert
------------------------
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* Susan M. Byrne Trustee, President & April, 3, 1997
- -------------------------- Principal Executive
Susan M. Byrne Officer
* Anthony J. Colavita Trustee April 3, 1997
- -------------------------
Anthony J. Colavita
* James P. Conn Trustee April 3, 1997
- ---------------------------
James P. Conn
* Werner Roeder, M.D. Trustee April 3, 1997
- ---------------------
Werner Roeder, M.D.
By /s/ James R. Foggo
---------------------
Attorney-in-Fact
</TABLE>
- ------------
* Pursuant to Power of Attorney filed as Exhibit 16(f) to this
Post-Effective Amendment.
<PAGE> 4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
10.(B) Consent of Baker & McKenzie
11 Consent of Independent Auditors
16.(F) Power of Attorney
16.(F) Power of Attorney
16.(F) Power of Attorney
16.(f) Power of Attorney
<PAGE> 1
Exhibit 10.(b)
(Letterhead of Baker & McKenzie)
April 3, 1997
The Westwood Funds
125 West 55th Street
New York, New York 10019
Re: Westwood Funds
Registration No. 33-6790
File No. 811-4719
-------------------------------
Dear Sir or Madam:
We hereby consent to the reference to our firm as Counsel in
Post-Effective Amendment No. 16 to Registration No. 33-6790.
Very truly yours,
/s/ Baker & McKenzie
<PAGE> 1
Exhibit 11.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 16 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
November 12, 1996, relating to the financial statements and financial
highlights of Westwood Equity Fund, Westwood Intermediate Bond Fund, and
Westwood Balanced Fund (constituting The Westwood Funds), which appears in such
Statement of Additional Information, and to the incorporation by reference of
our report into the Prospectus which constitutes part of this Registration
Statement. We also consent to the references to us under the headings
"Financial Highlights" and "Independent Accountants" in the Prospectus and
under the headings "Custodian, Transfer and Dividend Disbursing Agent, Counsel
and Independent Accountants" and "Financial Statements" in the Statement of
Additional Information.
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, NY 10036
April 1, 1997
<PAGE> 1
Exhibit 16(f)
POWER OF ATTORNEY
We, the undersigned Trustees of the Westwood Funds (the "Funds"), an
open-ended, diversified, management investment company, organized as a
Massachusetts Business Trust, do hereby constitute and appoint Bruce Alpert our
true and lawful attorney and agent to take any and all action and execute any
and all instruments which said attorneys and agents may deem necessary
including specifically, but without limitation, power and authority to sign the
name of such Trustee in his behalf as such Trustee to any amendment or
supplement (including post-effective amendments) to the registration statement
or statements filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
IN WITNESS WHEREOF, the undersigned place their hands as of this 26th day
of February, 1997.
/s/ Susan M. Byrne
------------------
Susan M. Byrne
--------------------
Anthony J. Colavita
--------------------
James P. Conn
--------------------
Werner J. Roeder
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Exhibit 16(f)
POWER OF ATTORNEY
We, the undersigned Trustees of the Westwood Funds (the "Funds"), an
open-ended, diversified, management investment company, organized as a
Massachusetts Business Trust, do hereby constitute and appoint Bruce Alpert our
true and lawful attorney and agent to take any and all action and execute any
and all instruments which said attorneys and agents may deem necessary
including specifically, but without limitation, power and authority to sign the
name of such Trustee in his behalf as such Trustee to any amendment or
supplement (including post-effective amendments) to the registration statement
or statements filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
IN WITNESS WHEREOF, the undersigned place their hands as of this 26th day
of February, 1997.
--------------------
Susan M. Byrne
/s/ Anthony J. Colavita
-----------------------
Anthony J. Colavita
--------------------
James P. Conn
--------------------
Werner J. Roeder
<PAGE> 3
Exhibit 16(f)
POWER OF ATTORNEY
We, the undersigned Trustees of the Westwood Funds (the "Funds"), an
open-ended, diversified, management investment company, organized as a
Massachusetts Business Trust, do hereby constitute and appoint Bruce Alpert our
true and lawful attorney and agent to take any and all action and execute any
and all instruments which said attorneys and agents may deem necessary
including specifically, but without limitation, power and authority to sign the
name of such Trustee in his behalf as such Trustee to any amendment or
supplement (including post-effective amendments) to the registration statement
or statements filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
IN WITNESS WHEREOF, the undersigned place their hands as of this 26th day
of February, 1997.
--------------------
Susan M. Byrne
--------------------
Anthony J. Colavita
/s/ James P. Conn
-----------------
James P. Conn
--------------------
Werner J. Roeder
<PAGE> 4
Exhibit 16(f)
POWER OF ATTORNEY
We, the undersigned Trustees of the Westwood Funds (the "Funds"), an
open-ended, diversified, management investment company, organized as a
Massachusetts Business Trust, do hereby constitute and appoint Bruce Alpert our
true and lawful attorney and agent to take any and all action and execute any
and all instruments which said attorneys and agents may deem necessary
including specifically, but without limitation, power and authority to sign the
name of such Trustee in his behalf as such Trustee to any amendment or
supplement (including post-effective amendments) to the registration statement
or statements filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
IN WITNESS WHEREOF, the undersigned place their hands as of this 26th day
of February, 1997.
--------------------
Susan M. Byrne
--------------------
Anthony J. Colavita
--------------------
James P. Conn
/s/ Werner J. Roeder
--------------------
Werner J. Roeder
