February 12, 1996
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: Compass Capital Group
File No. 811-5435
Ladies and Gentlemen:
Please accept for filing the enclosed Post-Effective Amendment No. 16 (the
"Amendment") to the Registration Statement (File Nos. 33-19416; 811-5435) on
Form N-1A of The Compass Capital Group (the "Registrant") under the Securities
Act of 1933 and the Investment Company Act of 1940. The $100 filing has been
previously wired to the Commission.
The Amendment is being filed for the sole purpose of registering shares
pursuant to Rule 24e-2 under the Investment Company Act of 1940.
Please be advised that the Amendment is being filed pursuant to Rule 485(b)
under the Securities Act of 1933 and that the Amendment does not contain
disclosures which would render it ineligible to become effective pursuant to
paragraph (b) of the Rule. It is proposed that this Amendment shall become
effective upon filing.
Please call John H. Grady, Jr., Esq. At 202-467-7087 with any questions or
comments.
Sincerely,
/s/ John H. Grady, Jr.
John H. Grady, Jr.
FILE NO. 33-19416
FILE NO. 811-5435
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 16
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 17
THE COMPASS CAPITAL GROUP
(Exact Name of Registrant as Specified in Charter)
680 East Swedesford Road
Wayne, Pennsylvania 19087
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code:(800)342-5734
Mr. David G. Lee
The Compass Capital Group
680 East Swedesford Road
Wayne, Pennsylvania 19087
(Name and Address of Agent for Service)
Copy to:
Richard W. Grant, Esquire
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Title of Amount Proposed Proposed Amount of
Securities Being Maximum Maximum Registration
Being Registered Offering Aggregate Fee (1)
Registered Price/Unit Offering
Price
Shares of
Beneficial
Interest $2,132,065,613 NAV $2,132,065,613 $100
(1) Registrant had actual aggregate redemptions of $4,714,731,989 for
its fiscal year ended January 31, 1996; has used $2,582,666,376 of available
redemptions for reductions pursuant to Rule 24f-2(c) under the 1940 Act and
has previously used no available redemptions for reductions pursuant to Rule
24 e-2(a) of the 1940 Act during the current year. Registrant elects to use
redemptions in the aggregate amount of $2,132,065,613 for reductions in its
current amendment.
It is proposed that this filing will become effective (check appropriate box):
[X] Immediately upon filing pursuant to paragraph (b), or
[ ] On (date) pursuant to paragraph (b), or
[ ] 60 days after filing pursuant to paragraph (a), or
[ ] 75 days after filing pursuant to paragraph (a), or
[ ] On (date) pursuant to paragraph (a) of Rule 485.
DECLARATION PURSUANT TO RULE 24f-2: Pursuant to Rule 24f-2 under the
Investment Company Act of 1940 the Registrant has registered an indefinite
number or amount of its shares of beneficial interest under the Securities Act
of 1933. The Rule 24f-2 Notice for the Registrant's fiscal year ending
January 31, 1996 was filed on February 12, 1996.
February 12, 1996
The Compass Capital Group
680 East Swedesford Road
Wayne, Pennsylvania 19087
Ladies and Gentlemen:
We are furnishing this opinion with respect to the proposed offer and sale
of shares of beneficial interest, $.00001 par value, in the aggregate amount
of $2,132,065,613 (the "Shares") of The Compass Capital Group (the "Trust"), a
Massachusetts business trust, registered pursuant to Rule 24e-2 under the
Securities Act of 1933 by a Registration Statement on Form N-1A (File No.
33-19416) as amended from time to time (the "Registration Statement").
We have acted as counsel to the Trust since 1992, and we are familiar with the
actions taken by its Trustees to authorize the issuance of the Shares. We
have reviewed the Declaration of Trust, the By-laws, and the minute books of
the Trust, and such other certificates, documents and opinions of counsel as
we deem necessary for the purpose of this opinion.
In our review we have assumed the genuineness of all signatures, the
authenticity and completeness of all documents purporting to be originals
(whether reviewed by us in original or in copy form), and the conformity to
the originals of all documents purporting to be copies.
We have assumed the appropriate action will be taken to register or qualify
the sale of the Shares under any applicable state laws regulating sales and
offerings of securities.
Based upon the foregoing, we are of the opinion that:
1. The Trust is a business trust validly existing under the laws of the
Commonwealth of Massachusetts. The Trust is authorized under its Declaration
of Trust to issue an unlimited number of Shares in series representing
interests in the Trust's Small Company Fund, Growth Fund, Equity Income Fund,
Balanced Fund, International Equity Fund, Fixed Income, Municipal Bond Fund,
New Jersey Municipal Bond Fund, Pennsylvania Municipal Bond Fund, Cash Reserve
Fund, U.S. Treasury Fund, Municipal Money Fund, New Jersey Municipal Money
Fund and Pennsylvania Municipal Money Fund, and in such other series as the
Trustees may hereafter duly authorize.
2. Upon the issuance of any Shares of any of the series or classes of the
Trust for payment therefor as described in, and in accordance with the
Registration Statement and the Declaration of Trust and By-laws of the Trust,
the Shares so issued will be validly issued, fully paid and non-assessable,
except that, as set forth in the Registration Statement, shareholders of the
Shares of the Trust may under certain circumstances be held personally liable
for its obligations.
This opinion is intended only for your use in connection with the offering of
Shares and may not be relied upon by any other person.
We hereby consent to the inclusion of this opinion as an exhibit to the
Trust's Registration Statement to be filed with the Securities and Exchange
Commission.
Very truly yours,
/s/ Morgan, Lewis & Bockius,
L.L.P.
Morgan, Lewis & Bockius, L.L.P.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant duly certifies that it meets
all of the requirements for effectiveness of this Post-Effective Amendment to
its Registration Statement pursuant to Rule No. 485(b) under the Securities
Act of 1933 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Wayne, Commonwealth of Pennsylvania, on the 8th day of February, 1996.
THE COMPASS CAPITAL GROUP
/s/ David G. Lee
David G. Lee, President and Chief Executive Officer
ATTEST:
/s/ Jeffrey A. Cohen
Jeffrey A. Cohen, Controller
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/ David G. Lee
President and Chief Executive Officer February 8, 1996
David G. Lee
Controller and Chief Financial Officer February 8, 1996
Jeffrey A. Cohen
Trustee February 8,
1996
Raymond J. Clark*
Trustee February 8,
1996
Donald Drakeman*
Trustee February 8,
1996
Harold E. Kennedy*
Trustee February 8, 1996
Robert A. Nesher*
Trustee February 8, 1996
Thomas B. Toohey*
Trustee February 8, 1996
James McNamee
*By: /s/ David G. Lee
David G. Lee, Attorney-in-fact
THE COMPASS CAPITAL GROUP
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee
and/or officer of The Compass Capital Group (the "Trust"), a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee, Theresa M. Messina and Carmen V.
Romeo, and each of them singly, his or her true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, to sign for him
or her
and in his or her name, place and stead, and in the capacity indicated below,
to
sign any or all amendments (including post-effective amendments) to the
Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or
necessary
to be done in and about the premises, as fully to all intents and purposes as
he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in- fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ Raymond J. Clark
Raymond J. Clark
THE COMPASS CAPITAL GROUP
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee
and/or officer of The Compass Capital Group (the "Trust"), a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee, Theresa M. Messina and Carmen V.
Romeo, and each of them singly, his or her true and lawful attorney-in-fact
and
agent with full power of substitution and resubstitution, to sign for him or
her and
in his or her name, place and stead, and in the capacity indicated below, to
sign
any or all amendments (including post-effective amendments) to the Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or
necessary
to be done in and about the premises, as fully to all intents and purposes as
he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or
substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ Donald Drakeman
Donald Drakeman
Trustee
THE COMPASS CAPITAL GROUP
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee
and/or officer of The Compass Capital Group (the "Trust"), a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee, Theresa M. Messina and Carmen V.
Romeo, and each of them singly, his or her true and lawful attorney-in-fact
and
agent with full power of substitution and resubstitution, to sign for him or
her
and in his or her name, place and stead, and in the capacity indicated below,
to
sign any or all amendments (including post-effective amendments) to the
Trust's Registration Statement on Form N-1A under the provisions of the
Investment Company Act of 1940 and the Securities Act of 1933, each such
Act as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
acting alone, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as
fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ Harold E. Kennedy
Harold E. Kennedy
Trustee
THE COMPASS CAPITAL GROUP
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee
and/or officer of The Compass Capital Group (the "Trust"), a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee, Theresa M. Messina and Carmen V.
Romeo, and each of them singly, his or her true and lawful attorney-in-fact
and
agent with full power of substitution and resubstitution, to sign for him or
her and
in his or her name, place and stead, and in the capacity indicated below, to
sign
any or all amendments (including post-effective amendments) to the Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or
necessary
to be done in and about the premises, as fully to all intents and purposes as
he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or
substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ Robert A. Nesher
Robert A. Nesher
Trustee
THE COMPASS CAPITAL GROUP
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee
and/or officer of The Compass Capital Group (the "Trust"), a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee, Theresa M. Messina and Carmen V.
Romeo, and each of them singly, his or her true and lawful attorney-in-fact
and
agent with full power of substitution and resubstitution, to sign for him or
her and
in his or her name, place and stead, and in the capacity indicated below, to
sign
any or all amendments (including post-effective amendments) to the Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or
necessary
to be done in and about the premises, as fully to all intents and purposes as
he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their substitute or
substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ Thomas B. Toohey
Thomas B. Toohey
Trustee
