<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 1998.
REGISTRATION NO. 33-56546
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [_]
[X]
POST-EFFECTIVE AMENDMENT NO. 4
AND/OR [_]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 9
(CHECK APPROPRIATE BOX OR BOXES)
SANTA BARBARA GROUP OF MUTUAL FUNDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
333 SOUTH GRAND AVENUE, SUITE 4075, LOS ANGELES, CALIFORNIA 90071
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (213) 628-2907
STEVE W. ARNOLD
333 SOUTH GRAND AVENUE, SUITE 4075
LOS ANGELES, CALIFORNIA 90071
(NAME AND ADDRESS OF AGENT FOR SERVICE)
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
[_] IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (B)
[X] ON (JUNE 1, 1998) PURSUANT TO PARAGRAPH (B)
[_] 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(1)
[_] ON (DATE) PURSUANT PARAGRAPH (A)(1)
[_] 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(2)
[X] THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A
PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
<PAGE>
THE BENDER GROWTH FUND
CROSS-REFERENCE SHEET
REQUIRED BY RULE 404 UNDER THE SECURITIES ACT OF 1933
PART A
<TABLE>
<CAPTION>
ITEM HEADING
---- -------
<C> <S> <C>
1. Cover Page........................................ Cover Page
2. Synopsis.......................................... Fund Expenses
3. Condensed Financial Information................... Not Applicable
4. General Description of Registrant................. The Fund; Investment Objective
and Policies; Other Investment
Policies and Their Related Risks
5. Management of the Fund............................ Management of the Company and the
Fund; Brokerage Commissions;
Other Information
6. Capital Stock and Other Securities................ Other Information; Taxation;
Dividends and Distributions
7. Purchase of Securities Being Offered.............. Purchase of Shares; Net Asset
Value
8. Redemption or Repurchase.......................... Redemption of Shares
9. Pending Legal Proceedings......................... Not Applicable
PART B
10. Cover Page........................................ Cover Page
11. Table of Contents................................. Table of Contents
12. General Information and History................... Not Applicable
13. Investment Objectives and Policies................ Investment Objective and Policies
and Associated Risks; Investment
Restrictions
14. Management of the Fund............................ Directors and Officers;
Investment Advisory and Other
Services
15. Control Persons and Principal..................... Not Applicable Holders of
Securities
16. Investment Advisory and Other Services............ Investment Advisory
17. Brokerage Allocation and Other Practices.......... Brokerage Allocation and
Portfolio Transactions
18. Capital Stock and Other Securities................ Other Information--Part A
19. Purchase, Redemption and Pricing of Securities
Being Offered.................................... Purchases, Redemption and Pricing
of Shares
20. Tax Status........................................ Tax Status
21. Underwriters...................................... Distribution of Fund Shares
22. Financial Statements.............................. Financial Statements
</TABLE>
The sole purpose of this filing is to delay the effectiveness of Post-
Effective Amendment No. 3 to the Registration Statement until June 1, 1998.
Accordingly, the prospectus and statement of additional information of the
Bender Growth Fund are not included in this filing.
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
In Part A:
Financial Highlights
In Part B:
To be incorporated by reference to the Registrant's annual
report dated March 31, 1998:
Report of Independent Public Accountants
Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
In Part C:
None.
(b) Exhibits (the number of each exhibit relates to the exhibit
designation in Form N-1A):
(1)(a) Articles of Incorporation*
(b) Articles of Amendment*
(2) By-Laws*
(2)(c) Articles Supplementary***
(3) Not Applicable
(4) Not Applicable
(5)(a) Form of Investment Advisory Agreement***
(b) Form of Sub Advisory Agreement***
(6) Form of Distribution Agreement**
(7) Not Applicable
(8) Custodial Agreement**
(9)(a) Form of Transfer Agency and Service Agreement**
(10) Opinion of Counsel**
(10)(b) Consent of Counsel**
(11) Consent of Independent Auditors (to be filed by
amendment)
(12) Not Applicable
(13) Initial Capital Agreement**
(14) Not Applicable
(15) Amended Service and Distribution Plan (to be filed by
amendment)
(16) Not Applicable
(17) Not Applicable
(18) Multi-Class Plan**
- - --------------------
* Filed in the Registrant's initial Registration Statement on December 30,
1992 and incorporated by reference herein.
** Filed in Pre-effective Amendment No. 4 on October 4, 1996 and
incorporated herein by this reference.
*** Filed in Post Effective Amendment No. 1 on October 24, 1996 and
incorporated herein by this reference.
<PAGE>
Item 25. Persons Controlled by or Under Common Control with Registrant.
-------------------------------------------------------------
None
Item 26. Number of Holders of Securities.
-------------------------------
As of March 26, 1998, there were two hundred eighteen shareholders of
record of Registrant's C Class shares and fifty-eight shareholders of
the Y Class shares.
Item 27. Indemnification.
---------------
Reference is made to Article 7.6 in the Registrant's Articles of
Incorporation, which are incorporated by reference herein.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Fund's Articles of Incorporation,
its By-Laws or otherwise, the Registrant is aware that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and, therefore, is unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such directors, officers or
controlling persons in connection with shares being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a Court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.
Item 28. Business and Other Connections of the Fund Manager and Investment
-----------------------------------------------------------------
Adviser
-------
FUND MANAGER
------------
SBG Capital Management, Inc.
----------------------------
<TABLE>
<CAPTION>
Name Position with Other Affiliations
- - ---- ------------- ------------------
Fund Manager
------------
<S> <C> <C>
Stephen Y. Ascher Chief Executive Director, Chief Executive
Officer, Chief Officer, Chief Financial
Financial Officer Officer, Treasurer of the
Company
Steven W. Arnold President, Secretary Director, Chief Financial
Officer, Secretary of the
</TABLE>
<PAGE>
Company
INVESTMENT ADVISER
------------------
Robert Bender & Associates
--------------------------
<TABLE>
<CAPTION>
Name Position with Advisor Other Affiliations
- - ---- --------------------- ------------------
<S> <C> <C>
Robert L. Bender Director, President, Director of the Company
Treasurer
Reed G. Bender Vice President None
Sandra M. Bender Secretary None
</TABLE>
Item 29. Principal Underwriters
----------------------
(a) Ascher/Decision Services, Inc. ("Ascher") serves as Distributor
of shares of the Fund.
(b) The directors and officers of Ascher are set forth below. Unless
otherwise indicated, their address is 333 South Grand Ave, Suite
4075, Los Angeles, California 90071.
<TABLE>
<CAPTION>
Name Positions and Positions and
- - ---- ------------- -------------
Registrant Offices with Ascher Offices with Registrant
- - ---------- ------------------- -----------------------
<S> <C> <C>
Stephen Y. Ascher Director, President Director, Chief
and Treasurer Executive Officer,
Chief Financial
Officer, Treasurer
</TABLE>
(c) Not Applicable
<PAGE>
Item 30. Location of Accounts and Records
--------------------------------
The account books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the Rules thereunder will be maintained at the offices of SBG Capital
Management, Inc., 333 S. Grand Avenue, Los Angeles, California 90071; the
offices of Robert Bender & Associates, 525 Starlight Crest Dr., La Canada,
California 91099 and SEI Fund Resources, 680 E. Swedesford Road, Wayne,
Pennsylvania 19087-1658.
Item 31. Management Services
-------------------
Not Applicable.
Item 32. Undertakings
------------
(a) Not Applicable.
(b) Registrant undertakes to call a meeting of Shareholders for the
purpose of voting upon the question of removal of a Director of
Directors when requested to do so by the holders of at lease 10%
of the Registrant's outstanding shares of beneficial interest and
in connection with such meeting to comply with the shareholders
communications provisions of Section 16(c) of the Investment
Company Act of 1940.
(c) Registrant undertakes to furnish Registrant's latest annual report
to shareholders upon request and without charge to persons to whom
a prospectus is delivered.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that this Post-
Effective Amendment No. 4 to the Registration Statement meets the requirements
for effectiveness pursuant to Rule 485(b) and has caused this Post-
Effective Amendment No. 4 to the Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized in the City of Los Angeles,
and State of California on this 18th day of May, 1998.
THE SANTA BARBARA GROUP OF MUTUAL FUNDS, INC.
BY: /s/ Stephen Y. Ascher
__________________________________________
Stephen Y. Ascher
Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 4 to the Registration Statement on Form N-1A has been
signed below by the following persons on behalf of The Santa Barbara Group of
Mutual Funds, Inc. in the capacity and on the date indicated:
DATED: May 18, 1998 /s/ Stephen Y. Ascher
___________________________________
Stephen Y. Ascher, Chairman
Director, Chief Executive Officer,
Chief Financial Officer, Secretary
and Treasurer
DATED: May 18, 1998 /s/ Steven W. Arnold
___________________________________
Steven W. Arnold
Director, President, and Chief Investment
Officer, Secretary
DATED: May 18, 1998 /s/ L. David Tisdale
___________________________________
L. David Tisdale
Director
<PAGE>
DATED: May 18, 1998 /s/ Watson M. Laetsch
___________________________________
Watson M. Laetsch
Director
DATED: May 18, 1998 /s/ Hugh M. Grant
___________________________________
Hugh M. Grant
Director
DATED: May 18, 1998 /s/ John W. Svendsen
___________________________________
John W. Svendsen
Director
DATED: May 18, 1998 /s/ Robert L. Bender
___________________________________
Robert L. Bender
Director
DATED: May 18, 1998 /s/ William H. Phelps
___________________________________
William H. Phelps
Director
