<PAGE> 1
As filed with the Securities and Exchange Commission on December 11, 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. 21 [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.
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The purpose of this Post-Effective Amendment is to file powers of
attorney for Trustees of the Registrant. This Post-Effective Amendment relates
to Post-Effective Amendment Nos. 19 and 20 filed on July 29, 1996 and November
25, 1996, respectively.
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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. 21 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 11th day of December, 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. 21 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 December 11, 1996
- ------------------------------
John T. O'Neill and Treasurer
*/s/ Dwight E. Vicks, Jr. Chairman of the December 11, 1996
- ------------------------------
Dwight E. Vicks, Jr. Board of Trustees
*/s/ Donald B. Miller Trustee December 11, 1996
- ------------------------------
Donald B. Miller
*/s/ Louis DeThomasis Trustee December 11, 1996
- ------------------------------
Louis DeThomasis
*/s/ Bradford S. Wellman Trustee December 11, 1996
- ------------------------------
Bradford S. Wellman
*/s/ James M. Seed Trustee December 11, 1996
- ------------------------------
James M. Seed
*By:/s/ John T. O'Neill
--------------------------
John T. O'Neill
Attorney-in-Fact
</TABLE>
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GALAXY FUND II
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 or 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 ("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: July 16, 1996 /s/ Dwight E. Vicks, Jr.
-----------------------------
Dwight E. Vicks, Jr.
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GALAXY FUND II
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 or 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 ("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: July 15, 1996 /s/ Donald B. Miller
-------------------------
Donald B. Miller
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GALAXY FUND II
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 or 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 ("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: July 24, 1996 /s/ Brother Louis DeThomasis
---------------------------------
Brother Louis DeThomasis
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GALAXY FUND II
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 or 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 ("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: July 16, 1996 /s/ Bradford S. Wellman
----------------------------
Bradford S. Wellman
<PAGE> 8
GALAXY FUND II
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 or 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 ("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: July 18, 1996 /s/ James M. Seed
----------------------
James M. Seed
