As filed with the Securities and Exchange Commission on June 3, 1996
Registration No. 333-3063
==============================================================================
U.S. Securities and Exchange Commission
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
/x/ Pre-Effective Amendment No. 1 / / Post-Effective Amendment No. ___
(Check appropriate box or boxes)
Exact Name of Registrant as Specified in Charter:
THE WOODWARD FUNDS
Area Code and Telephone Number:
(313) 259-0729
Address of Principal Executive Offices:
c/o NBD Bank
900 Tower Drive
P. O. Box 7058
Troy, MI 48007-7058
Name and Address of Agent for Service:
W. Bruce McConnel, III
Drinker Biddle & Reath
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
Approximate Date of Proposed Public Offering: As soon as practicable after the
Registration Statement becomes effective under the Securities Act of 1933.
Calculation of Registration Fee under the Securities Act of 1933: No filing
fee is required because an indefinite number of shares have previously been
registered on Form N-1A (Registration Nos. 33-13990, 811-5148) pursuant to
Rule 24f-2 under the Investment Company Act of 1940. Pursuant to Rule 429,
this Registration Statement relates to the aforesaid Registration Statement on
Form N-1A.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
This Pre-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-14 is being filed to provide an opinion of Registrant's
counsel as to the legality of the shares proposed to be registered by this
Registration Statement. This Pre-Effective Amendment makes no other changes to
Form N-14, as filed with the Commission on _________________.
<PAGE>
PART C
<PAGE>
Item 16. Exhibits.
The following Exhibit is hereby added by this Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form N-14:
(11) Opinion of Drinker Biddle & Reath that shares are legally
issued, fully paid and non-assessable.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed on behalf of the Registrant, in the
City of Detroit, State of Michigan, on the 4th day of June, 1996.
THE WOODWARD FUNDS
Registrant
*Earl I. Heenan, Jr.
-----------------------
Earl I. Heenan, Jr.
Chairman of the Board and President
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
*Earl I. Heenan, Jr.
- -------------------------
Earl I. Heenan, Jr. Trustee June 4, 1996
*Eugene C. Yehle
- -------------------------
Eugene C. Yehle Trustee June 4, 1996
*Will M. Caldwell
- -------------------------
Will M. Caldwell Trustee June 4, 1996
*Julius L. Pallone
- -------------------------
Julius L. Pallone Trustee June 4, 1996
*Nicholas J. De Grazia
- -------------------------
Nicholas J. De Grazia Trustee June 4, 1996
*Donald G. Sutherland
- -------------------------
Donald G. Sutherland Trustee June 4, 1996
*Donald L. Tuttle
- -------------------------
Donald L. Tuttle Trustee June 4, 1996
*John P. Gould
- -------------------------
John P. Gould Trustee June 4, 1996
*Marilyn McCoy
- -------------------------
Marilyn McCoy Trustee June 4, 1996
*By: /s/ W. Bruce McConnel
---------------------
W. Bruce McConnel, III
Attorney-in-Fact
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Eugene C. Yehle, whose signature appears below, hereby constitutes and
appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and either of them,
his true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, may deem
necessary or advisable or which may be required to enable the Trust to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of any and all amendments (including post-effective
amendments) to the Trust's Registration Statements pursuant to said Acts on
Form N-1A or Form N-14, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and
on behalf of the undersigned as a trustee and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
/s/Eugene C. Yehle
------------------
Date: March 7, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Will M. Caldwell, whose signature appears below, hereby constitutes
and appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and either of
them, his true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, may deem
necessary or advisable or which may be required to enable the Trust to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of any and all amendments (including post-effective
amendments) to the Trust's Registration Statements pursuant to said Acts on
Form N-1A or Form N-14, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and
on behalf of the undersigned as a trustee and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
/s/Will M. Caldwell
-------------------
Date: February 29, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Julius L. Pallone, whose signature appears below, hereby constitutes
and appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and either of
them, his true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, may deem
necessary or advisable or which may be required to enable the Trust to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of any and all amendments (including post-effective
amendments) to the Trust's Registration Statements pursuant to said Acts on
Form N-1A or Form N-14, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and
on behalf of the undersigned as a trustee and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
/s/Julius L. Pallone
--------------------
Date: February 28, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Nicholas J. De Grazia, whose signature appears below, hereby
constitutes and appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and
either of them, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, or either of
them, may deem necessary or advisable or which may be required to enable the
Trust to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to the Trust's Registration Statements
pursuant to said Acts on Form N-1A or Form N-14, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a trustee and/or officer
of the Trust any and all such amendments filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause to be done by
virtue hereof.
/s/Nicholas J. De Grazia
------------------------
Date: February 20, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Donald G. Sutherland, whose signature appears below, hereby
constitutes and appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and
either of them, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, or either of
them, may deem necessary or advisable or which may be required to enable the
Trust to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to the Trust's Registration Statements
pursuant to said Acts on Form N-1A or Form N-14, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a trustee and/or officer
of the Trust any and all such amendments filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause to be done by
virtue hereof.
/s/Donald G. Sutherland
-----------------------
Date: February 28, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Donald L. Tuttle, whose signature appears below, hereby constitutes
and appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and either of
them, his true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, may deem
necessary or advisable or which may be required to enable the Trust to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of any and all amendments (including post-effective
amendments) to the Trust's Registration Statements pursuant to said Acts on
Form N-1A or Form N-14, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and
on behalf of the undersigned as a trustee and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
/s/Donald L. Tuttle
-------------------
Date: February 28, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
John P. Gould, whose signature appears below, hereby constitutes and
appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and either of them,
his true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, may deem
necessary or advisable or which may be required to enable the Trust to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of any and all amendments (including post-effective
amendments) to the Trust's Registration Statements pursuant to said Acts on
Form N-1A or Form N-14, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and
on behalf of the undersigned as a trustee and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
/s/John P. Gould
----------------
Date: February 28, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Marilyn McCoy, whose signature appears below, hereby constitutes and
appoints Earl I. Heenan Jr. and W. Bruce McConnel, III, and either of them,
her true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, may deem
necessary or advisable or which may be required to enable the Trust to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of any and all amendments (including post-effective
amendments) to the Trust's Registration Statements pursuant to said Acts on
Form N-1A or Form N-14, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and
on behalf of the undersigned as a trustee and/or officer of the Trust any and
all such amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
/s/Marilyn McCoy
----------------
Date: February 18, 1996
<PAGE>
THE WOODWARD FUNDS
Power of Attorney
Earl I. Heenan, Jr., whose signature appears below, hereby constitutes
and appoints W. Bruce McConnel, III his true and lawful attorney and agent,
with power of substitution or resubstitution, to do any and all acts and
things and to execute any and all instruments which said attorney and agent
may deem necessary or advisable or which may be required to enable the Trust
to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to the Trust's Registration Statements
pursuant to said Acts on Form N-1A or Form N-14, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a trustee and/or officer
of the Trust any and all such amendments filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
/s/Earl I. Heenan, Jr.
----------------------
Date: March 4, 1996
<PAGE>
N-14
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
(11) Opinion of Drinker Biddle & Reath
that shares are legally issued,
fully paid and non-assessable.
<PAGE>
June 4, 1996
The Woodward Funds
c/o NBD Bank,
Transfer Agent
P.O. Box 7058
Troy, Michigan 48007-7058
Re: The Woodward Funds
(Registration No. 33-13990/811-5148)
------------------------------------
Ladies and Gentlemen:
We have acted as counsel for The Woodward Funds, a
Massachusetts business trust (the "Trust"), in connection with the
reorganization of the Government Fund of the Trust into the Treasury Money
Market Fund of the Trust (the "Reorganization").
We refer to the Registration Statement on Form N-14 (File No.
333-3063) (the "Registration Statement") of the Trust relating to the
registration of shares of beneficial interest ("Shares") in connection with
the Reorganization. We have been requested to furnish this opinion as Exhibit
11 to Post-Effective Amendment No. 1 to the Registration Statement.
In giving the opinion stated below, we have reviewed the
Trust's Declaration of Trust, its By-Laws, resolutions adopted by its Board of
Trustees and shareholders and such other legal and factual matters as we have
deemed appropriate. Insofar as our opinion below relates to matters pertaining
to Massachusetts law, we have relied upon the opinion of Ropes & Gray, special
Massachusetts counsel to the Trust. The Trust is authorized to issue an
unlimited number of shares, par value $.10 per share.
On the basis of the foregoing, we are of the opinion that the
issuance and sale of Shares by the Trust in connection with the Reorganization
has been duly and validly authorized by all appropriate action and, upon
delivery thereof and payment therefor in accordance and in connection with the
Reorganization, the Shares will be legally issued, fully paid and
nonassessable by the Trust.
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 Amended Declaration of Trust
disclaims shareholder liability for acts or obligations of the
<PAGE>
The Woodward Funds
June 4, 1996
Page 2
Trust and requires that notice of such disclaimer be given in any written
agreement, undertaking or obligation made or issued on behalf of the Trust.
The Amended Declaration of Trust provides for indemnification out of the
assets of the Trust for all loss and expense of any shareholder held
personally liable solely by reason of his or her 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
the Trust itself would be unable to meet its obligations.
This opinion is limited to the law of the Commonwealth of
Massachusetts and the federal law of the United States of America. This
opinion is intended only for your use with respect to the issuance of Shares
in connection with the Reorganization and may not be relied upon by any other
person.
We hereby consent to the inclusion of this opinion as
an exhibit to Pre-Effective Amendment No. 1 to the Registration
Statement.
Very truly yours,
DRINKER BIDDLE & REATH
