<PAGE>
As filed with the Securities and Exchange Commission on October 15, 1996
File No. 33-46268
File No. 811-6585
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 7
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 9
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STONE BRIDGE FUNDS, INC.
(Exact Name of Registrant as Specified in its Charter)
Two Portland Square, Portland, Maine 04101
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: 207-879-1900
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Max Berueffy
Forum Financial Services, Inc.
Two Portland Square, Portland, Maine 04101
(Name and Address of Agent for Service)
Copies of Communications to:
Aviva Grossman, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
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It is proposed that this filing will become effective:
X
- ----- immediately upon filing pursuant to Rule 485, paragraph (b)
- ----- on [ ] pursuant to Rule 485, paragraph (b)
- ----- 60 days after filing pursuant to Rule 485, paragraph (a)(i)
- ----- on [ ] pursuant to Rule 485, paragraph (a)(i)
- ----- 75 days after filing pursuant to Rule 485, paragraph (a)(ii)
- ----- on [ ] pursuant to Rule 485, paragraph (a)(ii)
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
- -----
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES UNDER THE
SECURITIES ACT OF 1933 PURSUANT TO RULE 24f-2 UNDER THE INVESTMENT COMPANY ACT
OF 1940. A RULE 24f-2 NOTICE FOR THE REGISTRANT'S FISCAL YEAR ENDED
JUNE 30, 1996 WAS FILED WITH THE COMMISSION ON AUGUST 19, 1996.
<PAGE>
Calculation of Registration Fee
STONE BRIDGE FUNDS, INC.
<TABLE>
<CAPTION>
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Title of Amount of Proposed Proposed Amount
Securities Securities Maximum Maximum of
Being Being Offering Price Offering Registration
Series of Registrant Registered Registered per Share (1) Price (2) Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Shares of
Oak Hall Equity Fund Series A Common 521,738(3) $14.19 $7,403,462 $100.00
Stock
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</TABLE>
(1) Computed under Rule 457(d) of the Securities Act of 1933, as amended, on
the basis of the offering price per share at the close of business on September
30, 1996.
(2) Registrant elects to calculate the maximum aggregate offering price
pursuant to Rule 24e-2 under the Investment Company Act of 1940, as amended.
(3) Oak Hall Equity Fund redeemed 741,528 shares during Registrant's previous
fiscal year ended June 30, 1996. 243,046 of these redeemed shares were used
for reduction pursuant to Rule 24e-2(a) or Rule 24f-2(c) during the fiscal year
ended June 30, 1996, and 521,738 shares are used for the reduction of the fee
herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, Registrant certifies that it meets all of the requirements
for effectiveness of this Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Portland and State of Maine on the 4th day of
October, 1996.
STONE BRIDGE FUNDS, INC.
By: /s/ John Y. Keffer
--------------------------------
John Y. Keffer
President
Pursuant to the requirements of the Securities Act of 1933, this amendment to
the Registration Statement has been signed below by the following persons on
October 4, 1996.
Signatures Title
---------- -----
(a) Principal Executive Officer
/s/ John Y. Keffer Chairman, President
----------------------------
John Y. Keffer
(b) Principal Financial and
Accounting Officer
/s/ Michael D. Martins Treasurer & Assistant Secretary
----------------------------
Michael D. Martins
(c) A Majority of the Directors
/s/ John Y. Keffer Director
----------------------------
John Y. Keffer
Joseph J. Nicholson Director
David B. Pinter Director
Max J. Schwartz Director
Seymour G. Siegel Director
By: /s/ John Y. Keffer Director
-------------------------
John Y. Keffer
Attorney in Fact*
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
Opinion of Kramer, Levin, Naftalis & Frankel
Power of Attorney of Joseph J. Nicholson
Power of Attorney of David B. Pinter
Power of Attorney of Max J. Schwartz
Power of Attorney of Seymour G. Siegel
<PAGE>
KRAMER, LEVIN, NAFTALIS & FRANKEL
919 Third Avenue
New York, N.Y. 10022-3852
(212) 715-9100
October 14, 1996
Stone Bridge Funds, Inc.
Two Portland Square
Portland, ME 04101
Re: Stone Bridge Funds, Inc.
File No. 33-46268
Gentlemen:
We have acted as counsel to Stone Bridge Funds, Inc. a Maryland corporation
(the "Fund"), in connection with the registration of additional shares of common
stock, no par value (the "Shares"), as listed in Post-Effective Amendment No. 7
to the Fund's Registration Statement on Form N-1A under the Securities Act of
1933, as amended (the "Registration Statement").
We have reviewed insofar as it relates or pertains to the Fund, the Fund's
Registration Statement, pursuant to which the Shares are being registered. We
have also examined originals or copies certified or otherwise identified to our
satisfaction of such documents, records and other instruments we have deemed
necessary or appropriate for the purpose of this opinion. For purposes of such
examination, we have assumed the genuineness of all signatures and original
documents and the conformity to the original documents of all copies submitted.
Based upon the foregoing, we are of the opinion that the Shares being
registered by the Registration Statement are duly authorized and unissued shares
of common stock, and when the shares have been duly sold, issued and paid for as
contemplated in a Prospectus forming a part of an effective Registration
Statement of the Fund, the Shares will have been validly and legally issued
(assuming there is no amendment to the Fund's Articles of Incorporation in the
future to the contrary) and will be fully paid and non-assessable shares of
common stock of the Fund under the laws of the State of Maryland.
We are members only of the New York Bar and do not purport to be experts on
the laws of any other state. Our opinion herein as to Massachusetts law is
based upon a limited inquiry thereof which we have deemed appropriate under the
circumstances.
<PAGE>
We consent to the filing of this opinion as an exhibit to Post-Effective
Amendment No. 7 to the Fund's Registration Statement.
Very truly yours,
/s/ Kramer, Levin, Naftalis & Frankel
<PAGE>
STONE BRIDGE FUNDS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Joseph J. Nicholson constitutes and
appoints John Y. Keffer, Max Berueffy, Michael D. Martins and David I.
Goldstein, and each of them, as true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign the Registration Statement
on Form N1-A and any or all amendments thereto of Stone Bridge Funds, Inc. and
to file the same with the Securities and Exchange Commission, granting unto the
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Joseph J. Nicholson
----------------------------------
Joseph J. Nicholson
Dated: October 26, 1995
<PAGE>
STONE BRIDGE FUNDS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that David Pinter constitutes and appoints
John Y. Keffer, Mark D. Fried and David I. Goldstein and each of them, as true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign the Registration Statement on Form N1-A and any or all
amendments thereto of Stone Bridge Funds, Inc. and to file the same, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ David B. Pinter
---------------------------------
David Pinter
Date: July 1, 1992
<PAGE>
STONE BRIDGE FUNDS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Max J. Schwartz constitutes and
appoints John Y. Keffer, Mark D. Fried and David I. Goldstein and each of them,
as true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign the Registration Statement on Form N1-A and any or all
amendments thereto of Stone Bridge Funds, Inc. and to file the same, with the
Securities and Exchange Commission, granting unto the said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Max J. Schwartz
---------------------------------
Max J. Schwartz
Dated: November 2, 1993
<PAGE>
STONE BRIDGE FUNDS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Seymour G. Siegel constitutes and
appoints John Y. Keffer, Max Berueffy, Michael D. Martins and David I.
Goldstein, and each of them, as true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign the Registration Statement
on Form N1-A and any or all amendments thereto of Stone Bridge Funds, Inc. and
to file the same with the Securities and Exchange Commission, granting unto the
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
/s/ Seymour G. Siegel
---------------------------------
Seymour G. Siegel
Date: October 26, 1995
