As filed with the Securities and Exchange Commission on May 30, 1996
Registration Nos. 33-54632 and 811-7340
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 23
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 24
The Pierpont Funds
(Exact Name of Registrant as Specified in Charter)
6 St. James Avenue, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (617) 423-0800
Philip W. Coolidge
6 St. James Avenue, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
Copy to:
Stephen K. West, Esq.
Sullivan & Cromwell
125 Broad Street, New York, New York 10004
It is proposed that this filing will become effective (check appropriate box):
[X] Immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] 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.
The Registrant has previously registered an indefinite number of its
shares under the Securities Act of 1933, as amended, pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended. The Registrant has filed
Rule 24f-2 notices with respect to its series as follows: Tax Exempt Money
Market and Tax Exempt Bond Funds (for their fiscal years ended August 31, 1995)
on October 30, 1995; Treasury Money Market, Short Term Bond, Bond, Emerging
Markets Equity and International Equity Funds (for their fiscal years ended
October 31, 1995) on November 17, 1995; Money Market Fund (for its fiscal year
ended November 30, 1995) on January 29, 1996; New York Total Return Bond Fund
(for its fiscal year ended March 31, 1995) on May 23, 1995; Equity and Capital
Appreciation Funds (for their fiscal years ended May 31, 1995) on July 26, 1995;
and Diversified Fund (for its fiscal year ended June 30, 1995) on August 15,
1995. Registrant expects to file Rule 24f-2 notices with respect to the
European Equity, Japan Equity and Asia Growth Funds (for their fiscal years
ending December 31, 1996) on or about January 30, 1997.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933(1)
Proposed Proposed
Title of Amount Being Maximum Maximum
Securities Registered Offering Aggregate Amount of
Being Under Rule Price Per Offering Registration
Registered 24e-2 Unit(2) Price(3) Fee
=============================================================================
The Pierpont
Equity Fund
Shares of Benefi-
cial Interest (par
value $0.001
per share) 276,723 $22.49 $290,000 $100.00
The Pierpont
Capital
Appreciation Fund
Shares of Benefi-
cial Interest (par
value $0.001
per share) 2,181,332 $26.47 $290,000 $100.00
The Pierpont Tax
Exempt Money
Market Fund
Shares of Benefi-
cial Interest (par
value $0.001
per share) 20,870,743 $1.00 $290,000 $100.00
The Pierpont Tax
Exempt Bond Fund
Shares of Benefi-
cial Interest (par
value $0.001
per share) 5,595,017 $11.66 $290,000 $100.00
-------
$400.00
=============================================================================
(1) The shares being registered as set forth in this table are in addition to
the indefinite number of shares of beneficial interest which Registrant
has registered under the 1933 Act pursuant to Rule 24f-2 under the 1940
Act. Registrant filed the Notice required by Rule 24f-2 with respect to
the following series and fiscal years on the dates indicated: The
Pierpont Equity and Capital Appreciation Funds (for their respective
fiscal years ended May 31, 1995) on July 26, 1995; The Pierpont Tax
Exempt Money Market and Tax Exempt Bond Funds (for their respective
fiscal years ended August 31, 1995) on October 30, 1995.
(2) Based on closing prices of $22.49 for The Pierpont Equity Fund on May 24,
1996, $26.47 for The Pierpont Capital Appreciation Fund on May 24,
1996, $1.00 for The Pierpont Tax Exempt Money Market Fund on May 29,
1996, and $11.66 for The Pierpont Tax Exempt Bond Fund on May 24, 1996,
pursuant to Rule 457(d) under the 1933 Act and Rule 24e-2(a) under the
1940 Act.
(3) In response to Rule 24e-2(b) under the 1940 Act: (1) the calculation of
the maximum aggregate offering price of the series is made pursuant to
Rule 24e-2; (2) 4,056,832 shares of beneficial interest of The Pierpont
Equity Fund were redeemed by the Registrant during its fiscal year ended
May 31, 1995, 3,866,207 shares of beneficial interest of The Pierpont
Capital Appreciation Fund were redeemed by the Registrant during its
fiscal year ended May 31, 1995, 3,838,123,338 shares of beneficial
interest of The Pierpont Tax Exempt Money Market Fund were redeemed by
the Registrant during its fiscal year ended August 31, 1995, and
20,061,693 shares of beneficial interest of The Pierpont Tax Exempt Bond
Fund were redeemed by the Registrant during its fiscal year ended August
31, 1995; (3) 3,793,004 shares of The Pierpont Equity Fund, 1,695,831
shares of The Pierpont Capital Appreciation Fund, 3,817,542,595 shares of
The Pierpont Tax Exempt Money Market Fund, and 14,491,547 shares of The
Pierpont Tax Exempt Bond Fund are being used for reductions pursuant to
Rule 24f-2 during the current fiscal year; and (4) 263,828 shares of
The Pierpont Equity Fund, 2,170,376 shares of The Pierpont Capital
Appreciation Fund, 20,580,743 shares of The Pierpont Tax Exempt Money
Market Fund, and 5,570,146 shares of The Pierpont Tax Exempt Bond Fund
are being used for reductions in this amendment pursuant to Rule
24e-2(a).
The Money Market Portfolio, The Tax Exempt Money Market Portfolio, The
Treasury Money Market Portfolio, The Short Term Bond Portfolio, The U.S. Fixed
Income Portfolio, The Tax Exempt Bond Portfolio, The Selected U.S. Equity
Portfolio, The U.S. Small Company Portfolio, The Non-U.S. Equity Portfolio, The
Diversified Portfolio, The Emerging Markets Equity Portfolio, The New York Total
Return Bond Portfolio and The Series Portfolio have also executed this
Registration Statement.
JPM589A.EDG
<PAGE>
EXPLANATORY NOTE
This post-effective amendment no. 23 (the "Amendment") to the Registrant's
registration statement on Form N-1A (File no. 33-54632) (the "Registration
Statement") hereby incorporates herein by reference Part A, Part B and Part C of
post-effective amendment no. 22 to the Registration Statement as filed with the
U.S. Securities and Exchange Commission on April 29, 1996.
The Amendment is being filed solely to include in the Registration
Statement notices pursuant to Section 24(e)(1) of the Investment Company Act of
1940 with respect to the following series of shares of the Registrant: The
Pierpont Equity Fund, The Pierpont Capital Appreciation Fund, The Pierpont
Tax Exempt Money Market Fund, and The Pierpont Tax Exempt Bond Fund. As
a result, the Amendment does not affect any of the Registrant's currently
effective prospectuses or statement of additional information, each of which is
hereby incorporated herein by reference as most recently filed pursuant to Rule
497 under the Securities Act of 1933, as amended.
<PAGE>
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
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized in the City of Boston, and Commonwealth of Massachusetts on
the 29th day of May, 1996.
THE PIERPONT FUNDS
By /S/THOMAS M. LENZ
---------------------------
Thomas M. Lenz, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on May 29, 1996.
MATTHEW HEALEY*
- --------------------------
Matthew Healey
Chairman and Chief Executive Officer
JOHN R. ELDER*
- --------------------------
John R. Elder
Treasurer and Principal Accounting and Financial Officer
F.S. ADDY*
- --------------------------
F.S. Addy
Trustee
WILLIAM G. BURNS*
- --------------------------
William G. Burns
Trustee
ARTHUR C. ESCHENLAUER*
- --------------------------
Arthur C. Eschenlauer
Trustee
MICHAEL P. MALLARDI*
- --------------------------
Michael P. Mallardi
Trustee
*By /S/THOMAS M. LENZ
--------------------------
Thomas M. Lenz
As attorney-in-fact pursuant to a power of attorney previously filed.
<PAGE>
SIGNATURES
Each Portfolio has duly caused this Post-Effective Amendment to the
Registration Statement on Form N-1A ("Registration Statement") of The Pierpont
Funds (the "Trust") (File No. 33-54632) to be signed on its behalf by the
undersigned, thereto duly authorized, in George Town, Grand Cayman, Cayman
Islands on the 29th day of May, 1996.
THE MONEY MARKET PORTFOLIO, THE TAX EXEMPT MONEY MARKET PORTFOLIO, THE
TREASURY MONEY MARKET PORTFOLIO, THE SHORT TERM BOND PORTFOLIO, THE U.S. FIXED
INCOME PORTFOLIO, THE TAX EXEMPT BOND PORTFOLIO, THE SELECTED U.S. EQUITY
PORTFOLIO, THE U.S. SMALL COMPANY PORTFOLIO, THE NON-U.S. EQUITY PORTFOLIO, THE
DIVERSIFIED PORTFOLIO, THE EMERGING MARKETS EQUITY PORTFOLIO, THE NEW YORK TOTAL
RETURN BOND PORTFOLIO AND THE SERIES PORTFOLIO
By /s/SUSAN JAKUBOSKI
--------------------------
Susan Jakuboski, Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, the Trust's
Registration Statement has been signed below by the following persons in the
capacities indicated on May 29, 1996.
JOHN R. ELDER*
- --------------------------
John R. Elder
Treasurer and Principal Accounting and Financial Officer of the Portfolios
MATTHEW HEALEY*
- --------------------------
Matthew Healey
Chairman and Chief Executive Officer of the Portfolios
F.S. ADDY*
- --------------------------
F.S. Addy
Trustee of the Portfolios
WILLIAM G. BURNS*
- --------------------------
William G. Burns
Trustee of the Portfolios
ARTHUR C. ESCHENLAUER*
- --------------------------
Arthur C. Eschenlauer
Trustee of the Portfolios
MICHAEL P. MALLARDI*
- --------------------------
Michael P. Mallardi
Trustee of the Portfolios
*By /s/SUSAN JAKUBOSKI
--------------------------
Susan Jakuboski
As attorney-in-fact pursuant to a power of attorney previously filed.
PHILIP W. COOLIDGE
6 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
(617) 423-0800
May 30, 1996
The Pierpont Funds
6 St. James Avenue
Boston, Massachusetts 02116
Ladies and Gentlemen:
RE: POST-EFFECTIVE AMENDMENT NO. 23 TO THE REGISTRATION STATEMENT ON
FORM N-1A OF THE PIERPONT FUNDS (FILE NOS. 33-54632 AND 811-7340)
This opinion is being furnished in connection with the registration,
pursuant to post-effective amendment no. 23 (the "Amendment") to the Trust's
registration statement (the "Registration Statement") on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act"), and in reliance upon
Section 24(e)(1) of the Investment Company Act of 1940, as amended (the "1940
Act"), of the following Shares of Beneficial Interest (par value $0.001 per
share) (the "Shares") of the following series of Shares (the "Series") of The
Pierpont Funds, a Massachusetts business trust (the "Trust"): 276,723 Shares of
The Pierpont Equity Fund, 2,181,332 Shares of The Pierpont Capital Appreciation
Fund, 20,870,743 Shares of The Pierpont Tax Exempt Money Market Fund, and
5,595,017 Shares of the Pierpont Tax Exempt Bond Fund. I understand that the
Trust proposes to file a notice (the "Notice") with the Securities and Exchange
Commission (the "Commission"), with respect to the Shares of each Series, to be
included in the Amendment. This opinion is being furnished with a view to your
filing it with the Commission in conjunction with the filing of the Notice and
the Amendment.
This opinion is limited solely to the laws of the Commonwealth of
Massachusetts as applied by courts in such Commonwealth. This opinion is limited
solely to the Shares of each Series as reflected in the Notice. I understand
that the foregoing limitations are acceptable to you.
I have examined copies of the Trust's Declaration of Trust, its By-Laws,
resolutions adopted by its Board of Trustees and such other records and
documents as I have deemed necessary for purposes of this opinion.
On the basis of the foregoing, I am of the opinion that the Shares when
issued for payment in accordance with the terms of each Series' then-current
prospectus and statement of additional information, as each may be amended from
time to time, will, at the time of sale, be validly issued, fully paid and
non-assessable, except that, as set forth in the Registration Statement as
currently in effect, shareholders of the Trust may under certain circumstances
be held personally liable for its obligations. This opinion is for the limited
purposes expressed above and should not be deemed to be an expression of opinion
as to compliance with the 1933 Act, the 1940 Act or applicable state "blue sky"
laws in connection with the sales of the Shares.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Amendment.
Very truly yours,
/s/PHILIP W. COOLIDGE
_____________________
Philip W. Coolidge
