<PAGE> 1
As filed with the Securities and Exchange Commission on November 25, 1996
Securities Act File No. 33-33617
Investment Company Act File No. 811-06051
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. 20 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
/ /
Amendment No.
(Check appropriate box or boxes)
GALAXY FUND II
(formerly named IBM CREDIT MUTUAL FUNDS)
(Exact Name of Registrant as Specified in Charter)
4400 Computer Drive
P.O. Box 5108
Westboro, Massachusetts 01581-5108
(Address of Principal Executive Offices)
Registrant's Telephone Number
(800) 628-0414
W. Bruce McConnel, III
DRINKER BIDDLE & REATH
1345 Chestnut Street, Suite 1100
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
P.O. Box 5108
Westboro, Massachusetts 01581
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)(i), or
/ / on (date) pursuant to paragraph (a)(i)
/ / 75 days after filing pursuant to paragraph (a)(ii)
/ / on (date) pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE> 2
The purpose of this filing is to correct the amount reported in
the column designated "Proposed Maximum Aggregate Offering Price." Registrant
had incorrectly reported this amount to be $290,400 in its Post Effective
Amendment No. 19. The correct amount is $137,160,849, as reported below.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
Title of Amount of Proposed Proposed Amount of
Securities Shares Maximum Maximum Registration
Being Being Offering Aggregate Fee (1)
Registered Registered Price/Share Offering Price
<S> <C> <C> <C> <C>
Shares of
Common Stock 8,230,540 NAV $137,160,849 $100
</TABLE>
(1) The filing fee was previously paid on July 29, 1996, in
connection with Registrant's Post Effective Amendment No. 19. Registrant had
actual aggregate redemptions of $138,468,181 (9,281,497 shares) for its fiscal
year ended March 31, 1996. Registrant has used $1,597,732 (1,070,957 shares)
thereof for reductions in the filing fee pursuant to Rule 24f-2(c) under the
Investment Company Act of 1940 and has previously used no available redemptions
for reductions pursuant to Rule 24e-2(a) of the 1940 Act during the current
year. Registrant elects to use redemptions in the aggregate amount of
$136,870,449 (8,210,540 shares) for reductions in its current amendment. While
no fee is required to register the 8,210,540 shares, the Registrant has elected
to register, for $100, an additional $290,400 (20,000 shares at $14.52 per
share).
Registrant has registered an indefinite number of Shares of
Common Stock under the Securities Act of 1933 pursuant to Rule 24f-2. The Rule
24f-2 Notice for the Registrant's fiscal year ended March 31, 1996 was filed on
May 29, 1996.
Registrant previously filed an opinion of counsel as to the
legality of the securities being registered herewith as Exhibit 10 to its
Post-Effective Amendment No.19.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 20 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pawtucket, State of Rhode Island, on the 25th day of November, 1996.
GALAXY FUND II
By: /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. 20 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>
/s/ John T. O'Neill Trustee, President November 25, 1996
- ----------------------------- and Treasurer
John T. O'Neill
*/s/ Dwight E. Vicks, Jr. Chairman of the November 25, 1996
- ----------------------------- Board of Trustees
Dwight E. Vicks, Jr.
*/s/ Donald B. Miller Trustee November 25, 1996
- ----------------------------
Donald B. Miller
*/s/ Louis DeThomasis Trustee November 25, 1996
- -----------------------------
Louis DeThomasis
*/s/ Bradford S. Wellman Trustee November 25, 1996
- -----------------------------
Bradford S. Wellman
*/s/ James M. Seed Trustee November 25, 1996
- -----------------------------
James M. Seed
*By:/s/ John T. O'Neill
-------------------------
John T. O'Neill
Attorney-in-Fact
</TABLE>
<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/ Dwight E. Vicks, Jr.
------------------------
Dwight E. Vicks, Jr.
<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/ Donald B. Miller
---------------------
Donald B. Miller
<PAGE> 6
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> 7
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> 8
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
