<PAGE> 1
As filed with the Securities and Exchange Commission on November 17, 1995
Registration No. 33-46479
File No. 811-06602
================================================================================
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. 9 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 12 X
THE PREFERRED GROUP OF MUTUAL FUNDS
(Exact Name of Registrant as Specified in Charter)
100 N.E. Adams Street
Peoria, Illinois 61629-5330
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: (309) 675-4999
Name and Address of Agent for Service:
P. Michael Pond
THE PREFERRED GROUP OF MUTUAL FUNDS
100 N.E. Adams Street
Peoria, Illinois 61629-5330
Copy to:
J.B. Kittredge, Esq.
Ropes & Gray
One International Place
Boston, MA 02110-2624
It is proposed that this filing will become effective:
X Immediately upon filing pursuant to paragraph (b),
_ On _______________ pursuant to paragraph (b),
_ 60 days after filing pursuant to paragraph (a)(1),
_ On _________________ pursuant to paragraph (a)(1),
_ 75 days after filing pursuant to paragraph (a)(2), or
_ On ______________ pursuant to paragraph (a)(2), 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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<PAGE> 2
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Maximum
Title of Securities Offering Price Aggregate Amount of
Being Registered Amount Being Registered Per Unit* Offering Price** Registration Fee
- ------------------- ----------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Shares of Beneficial 3,863,381 shs. $ 17.86 $ 68,999,985 $ 13,800.00
Interest
Preferred Growth
Fund
</TABLE>
* Based on offering price per share on November 14, 1995.
** Calculated pursuant to Rule 24e-2 under the Investment Company Act
of 1940. The total amount of securities redeemed or repurchased
during the Registrant's previous fiscal year was $249,655,268, all
of which has been used for reductions pursuant to Rule 24e-2(a)
or Rule 24f-2(c) under said Act in the current fiscal year, and
none of which is being used for such reduction in this Amendment.
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Maximum
Title of Securities Offering Price Aggregate Amount of
Being Registered Amount Being Registered Per Unit* Offering Price** Registration Fee
- ------------------- ----------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Shares of Beneficial 3,052,917 shs. $ 14.74 $ 44,999,997 $ 9,000.00
Interest
Preferred Value
Fund
</TABLE>
* Based on offering price per share on November 7, 1995.
** Calculated pursuant to Rule 24e-2 under the Investment Company Act
of 1940. The total amount of securities redeemed or repurchased
during the Registrant's previous fiscal year was $249,655,268, all
of which has been used for reductions pursuant to Rule 24e-2(a)
or Rule 24f-2(c) under said Act in the current fiscal year, and
none of which is being used for such reduction in this Amendment.
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Maximum
Title of Securities Offering Price Aggregate Amount of
Being Registered Amount Being Registered Per Unit* Offering Price** Registration Fee
- ------------------- ----------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Shares of Beneficial 2,423,263 shs. $ 12.38 $ 29,999,996 $ 6,000.00
Interest
Preferred International
Fund
</TABLE>
* Based on offering price per share on November 15, 1995.
** Calculated pursuant to Rule 24e-2 under the Investment Company Act
of 1940. The total amount of securities redeemed or repurchased
during the Registrant's previous fiscal year was $249,655,268, all
of which has been used for reductions pursuant to Rule 24e-2(a)
or Rule 24f-2(c) under said Act in the current fiscal year, and
none of which is being used for such reduction in this Amendment.
<PAGE> 3
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Maximum
Title of Securities Offering Price Aggregate Amount of
Being Registered Amount Being Registered Per Unit* Offering Price** Registration Fee
- ------------------- ----------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Shares of Beneficial 503,524 shs. $ 9.93 $ 4,999,993 $ 1,000.00
Interest
Preferred Small Cap
Fund
</TABLE>
* Based on offering price per share on November 15, 1995.
** Calculated pursuant to Rule 24e-2 under the Investment Company Act
of 1940. The total amount of securities redeemed or repurchased
during the Registrant's previous fiscal year was $249,655,268, all
of which has been used for reductions pursuant to Rule 24e-2(a)
or Rule 24f-2(c) under said Act in the current fiscal year, and
none of which is being used for such reduction in this Amendment.
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Maximum
Title of Securities Offering Price Aggregate Amount of
Being Registered Amount Being Registered Per Unit* Offering Price** Registration Fee
- ------------------- ----------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Shares of Beneficial 1,172,791 shs. $ 12.79 $ 14,999,997 $ 3,000.00
Interest
Preferred Asset
Allocation Fund
</TABLE>
* Based on offering price per share on November 7, 1995.
** Calculated pursuant to Rule 24e-2 under the Investment Company Act
of 1940. The total amount of securities redeemed or repurchased
during the Registrant's previous fiscal year was $249,655,268, all
of which has been used for reductions pursuant to Rule 24e-2(a)
or Rule 24f-2(c) under said Act in the current fiscal year, and
none of which is being used for such reduction in this Amendment.
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Maximum
Title of Securities Offering Price Aggregate Amount of
Being Registered Amount Being Registered Per Unit* Offering Price** Registration Fee
- ------------------- ----------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Shares of Beneficial 95,785 shs. $ 10.44 $ 999,995 $ 200.00
Interest
Preferred Balanced
Fund
</TABLE>
* Based on offering price per share on November 15, 1995.
** Calculated pursuant to Rule 24e-2 under the Investment Company Act
of 1940. The total amount of securities redeemed or repurchased
during the Registrant's previous fiscal year was $249,655,268, all
of which has been used for reductions pursuant to Rule 24e-2(a)
or Rule 24f-2(c) under said Act in the current fiscal year, and
none of which is being used for such reduction in this Amendment.
<PAGE> 4
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Maximum
Title of Securities Offering Price Aggregate Amount of
Being Registered Amount Being Registered Per Unit* Offering Price** Registration Fee
- ------------------- ----------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Shares of Beneficial 7,758,620 shs. $ 10.44 $ 80,999,993 $ 16,200.00
Interest
Preferred Fixed
Income Fund
</TABLE>
* Based on offering price per share on November 15, 1995.
** Calculated pursuant to Rule 24e-2 under the Investment Company Act
of 1940. The total amount of securities redeemed or repurchased
during the Registrant's previous fiscal year was $249,655,268, all
of which has been used for reductions pursuant to Rule 24e-2(a)
or Rule 24f-2(c) under said Act in the current fiscal year, and
none of which is being used for such reduction in this Amendment.
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Maximum
Title of Securities Offering Price Aggregate Amount of
Being Registered Amount Being Registered Per Unit* Offering Price** Registration Fee
- ------------------- ----------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Shares of Beneficial 3,971,486 shs. $ 9.82 $ 38,999,993 $ 7,800.00
Interest
Preferred Short-Term
Government Securities
Fund
</TABLE>
* Based on offering price per share on November 15, 1995.
** Calculated pursuant to Rule 24e-2 under the Investment Company Act
of 1940. The total amount of securities redeemed or repurchased
during the Registrant's previous fiscal year was $249,655,268, all
of which has been used for reductions pursuant to Rule 24e-2(a)
or Rule 24f-2(c) under said Act in the current fiscal year, and
none of which is being used for such reduction in this Amendment.
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Maximum
Title of Securities Offering Price Aggregate Amount of
Being Registered Amount Being Registered Per Unit* Offering Price** Registration Fee
- ------------------- ----------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Shares of Beneficial 15,000,000 shs. $ 1.00 $ 15,000,000 $ 3,000.00
Interest
Preferred Money
Market Fund
</TABLE>
* Based on offering price per share on November 15, 1995.
** Calculated pursuant to Rule 24e-2 under the Investment Company Act
of 1940. The total amount of securities redeemed or repurchased
during the Registrant's previous fiscal year was $249,655,268, all
of which has been used for reductions pursuant to Rule 24e-2(a)
or Rule 24f-2(c) under said Act in the current fiscal year, and
none of which is being used for such reduction in this Amendment.
The Registrant has also previously registered an indefinite number or
amount of its shares of beneficial interest pursuant to Rule 24f-2. The
Registrant filed a Rule 24f-2 Notice on August 22, 1995 in respect of the
fiscal year ended June 30, 1995.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the 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 Peoria and the State of Illinois on the
16th day of November, 1995.
THE PREFERRED GROUP OF MUTUAL
FUNDS
By: P. Michael Pond*
-------------------------
Title: President
Pursuant to the Securities Act of 1933, this Amendment has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
P. Michael Pond* Trustee and President November 16, 1995
- ---------------- (Chief Executive Officer)
P. Michael Pond
William F. Bahl* Trustee November 16, 1995
- ----------------
William F. Bahl
Dixie L. Mills* Trustee November 16, 1995
- ---------------
Dixie L. Mills
Gary M. Anna* Trustee November 16, 1995
- -------------
Gary M. Anna
James F. Masterson* Trustee November 16, 1995
- -------------------
James F. Masterson
Fred L. Kaufman* Treasurer and Vice November 16, 1995
- ---------------- President (Principal
Fred L. Kaufman Financial and Principal
Accounting Officer)
*By: Fred L. Kaufman
----------------------------
Fred L. Kaufman
Attorney-in-Fact Pursuant to
Powers of Attorney Filed
Previously and for Himself
</TABLE>
<PAGE> 6
November 17, 1995
The Preferred Group of Mutual Funds (the "Trust")
100 N.E. Adams Street
Peoria, Illinois 61629
Gentlemen:
We are furnishing this opinion to you in connection with Post-Effective
Amendment No. 9 to your Registration Statement on Form N-1A under the
Securities Act of 1933. You have informed us that you intend to register
3,863,381 shares of beneficial interest of your Preferred Growth Fund,
3,052,917 shares of beneficial interest of your Preferred Value Fund, 2,423,263
shares of beneficial interest of your Preferred International Fund, 503,524
shares of beneficial interest of your Preferred Small Cap Fund, 1,172,791
shares of beneficial interest of your Preferred Asset Allocation Fund, 95,785
shares of beneficial interest of your Preferred Balanced Fund, 7,758,620 shares
of beneficial interest of your Preferred Fixed Income Fund, 3,971,486 shares of
beneficial interest of your Preferred Short-Term Government Securities Fund,
and 15,000,000 shares of beneficial interest of your Preferred Money Market
Fund, which shares of beneficial interest (together, the "Shares") are in
addition to your shares of beneficial interest which you have previously
offered and sold or are currently offering pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "1940 Act"), with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 24e-2
under the 1940 Act.
We have examined your Agreement and Declaration of Trust, as amended,
as on file at the office of the Secretary of State of The Commonwealth of
Massachusetts. We are familiar with the actions taken by your Trustees to
authorize the issue and sale from time to time of your shares of beneficial
interest at not less than net asset value and have assumed that the Shares will
be issued and sold in accordance with such action. We have also examined a copy
of your Bylaws and such other documents as we have deemed necessary for the
purposes of this opinion.
Based on the foregoing, we are of the opinion that upon the issue and
sale of any Shares for cash or securities at net asset value, determined in
accordance with your Bylaws, such Shares will be duly authorized, legally
issued, fully paid and nonassessable by the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that the notice of such
disclaimer be given in each agreement, obligation or instrument entered into or
executed by the Trust or its Trustees. The Agreement and Declaration of Trust
provides for indemnification out of the property of the relevant series of the
Trust for all loss and expense of any shareholder held personally liable for
the obligations of the Trust solely by reason of his being or having been a
shareholder of that series. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which the series itself would be unable to meet its obligations.
Very truly yours,
Ropes & Gray
