File Nos. 33-89754 and 811-8992
As filed with the Securities and Exchange Commission on February 1, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 3
AND
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 4
FUNDMANAGER TRUST
(Exact Name of Registrant as Specified in Charter)
ONE BEACON STREET, BOSTON MASSACHUSETTS 02108
(Address of Principal Executive Offices)
Registrant's Telephone Number: (617) 725-2152
Edward T. O'Dell, P.C. John J. Danello
Goodwin, Procter & Hoar Freedom Capital Management Corporation
Exchange Place One Beacon Street
Boston, Massachusetts 02109 Boston, Massachusetts 02108
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box):
[X] immediately upon filing pursuant to paragraph (b)
[ ] on _________________ pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i) or on such earlier
date as the
[ ] Commission may determine pursuant to Section 8(c) of the Securities
Act of 1933
[ ] on _________________ pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on _________________ pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
[ ] Post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has registered an indefinite number or 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 fiscal year ending September 30, 1995 was
filed by FundManager Trust on November 29, 1995.
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 19331
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Proposed
Title of Amount Being Maximum Maximum
Securities Registered Offering Aggregate Amount of
Being Under Rule Price Per Offering Registration
Registered 24e-2 Unit2 Price3 Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AGGRESSIVE GROWTH
FUND
Shares of
Beneficial
Interest
(par value
$0.001 per share) 742,705 $14.42 $290,000 $100.00
===================================================================================================================================
<FN>
1The 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 Securities Act of 1933, as amended (the "1933 Act"),
pursuant to Rule 24f-2 under the 1940 Act. Registrant filed the Notice required
by Rule 24f-2 on November 29, 1995 for its fiscal year ended September 30, 1995.
2Based on Registrant's closing price of $14.42 on January 15, 1996 pursuant
to Rule 457(d) under the 1933 Act and Rule 24e-2(a) under the 1940 Act.
3In response to Rule 24e-2(b) under the 1940 Act: (1) the calculation of the
maximum aggregate offering price is made pursuant to Rule 24e-2; (2) 1,297,234
shares of beneficial interest were redeemed by the Registrant during the fiscal
year ended September 30, 1995; (3) 574,640 shares are being used for reductions
pursuant to Rule 24f-2 during the current fiscal year; and (4) 772,594 shares
are being used for reduction in this amendment pursuant to Rule 24e-2(a).
</FN>
</TABLE>
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 19331
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Proposed
Title of Amount Being Maximum Maximum
Securities Registered Offering Aggregate Amount of
Being Under Rule Price Per Offering Registration
Registered 24e-2 Unit2 Price3 Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GROWTH FUND
Shares of
Beneficial
Interest
(par value
$0.001 per share) 993,083 $13.46 $290,000 $100.00
===================================================================================================================================
<FN>
1The 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 Securities Act of 1933, as amended (the "1933 Act"),
pursuant to Rule 24f-2 under the 1940 Act. Registrant filed the Notice required
by Rule 24f-2 on November 29, 1995 for its fiscal year ended September 30, 1995.
2Based on Registrant's closing price of $13.46 on January 15, 1996 pursuant
to Rule 457(d) under the 1933 Act and Rule 24e-2(a) under the 1940 Act.
3In response to Rule 24e-2(b) under the 1940 Act: (1) the calculation of the
maximum aggregate offering price is made pursuant to Rule 24e-2; (2) 1,380,354
shares of beneficial interest were redeemed by the Registrant during the fiscal
year ended September 30, 1995; (3) 408,816 shares are being used for reductions
pursuant to Rule 24f-2 during the current fiscal year; and (4) 971,538 shares
are being used for reduction in this amendment pursuant to Rule 24e-2(a).
</FN>
</TABLE>
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 19331
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Proposed
Title of Amount Being Maximum Maximum
Securities Registered Offering Aggregate Amount of
Being Under Rule Price Per Offering Registration
Registered 24e-2 Unit2 Price3 Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GROWTH & INCOME FUND
Shares of
Beneficial
Interest
(par value
$0.001 per share) 1,591,727 $15.54 $290,000 $100.00
===================================================================================================================================
<FN>
1The 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 Securities Act of 1933, as amended (the "1933 Act"),
pursuant to Rule 24f-2 under the 1940 Act. Registrant filed the Notice required
by Rule 24f-2 on November 29, 1995 for its fiscal year ended September 30, 1995.
2Based on Registrant's closing price of $15.54 on January 15, 1996 pursuant
to Rule 457(d) under the 1933 Act and Rule 24e-2(a) under the 1940 Act.
3In response to Rule 24e-2(b) under the 1940 Act: (1) the calculation of the
maximum aggregate offering price is made pursuant to Rule 24e-2; (2) 1,909,597
shares of beneficial interest were redeemed by the Registrant during the fiscal
year ended September 30, 1995; (3) 336,532 shares are being used for reductions
pursuant to Rule 24f-2 during the current fiscal year; and (4) 1,573,065 shares
are being used for reduction in this amendment pursuant to Rule 24e-2(a).
</FN>
</TABLE>
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 19331
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Proposed
Title of Amount Being Maximum Maximum
Securities Registered Offering Aggregate Amount of
Being Under Rule Price Per Offering Registration
Registered 24e-2 Unit2 Price3 Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BOND FUND
Shares of
Beneficial
Interest
(par value
$0.001 per share) 723,707 $10.36 $290,000 $100.00
===================================================================================================================================
<FN>
1The 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 Securities Act of 1933, as amended (the "1933 Act"),
pursuant to Rule 24f-2 under the 1940 Act. Registrant filed the Notice required
by Rule 24f-2 on November 29, 1995 for its fiscal year ended September 30, 1995.
2Based on Registrant's closing price of $10.36 on Janaury 11, 1996 pursuant
to Rule 457(d) under the 1933 Act and Rule 24e-2(a) under the 1940 Act.
3In response to Rule 24e-2(b) under the 1940 Act: (1) the calculation of the
maximum aggregate offering price is made pursuant to Rule 24e-2; (2) 4,770,571
shares of beneficial interest were redeemed by the Registrant during the fiscal
year ended September 30, 1995; (3) 4,074,856 shares are being used for
reductions pursuant to Rule 24f-2 during the current fiscal year; and (4)
695,715 shares are being used for reduction in this amendment pursuant to Rule
24e-2(a).
</FN>
</TABLE>
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 19331
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Proposed
Title of Amount Being Maximum Maximum
Securities Registered Offering Aggregate Amount of
Being Under Rule Price Per Offering Registration
Registered 24e-2 Unit2 Price3 Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MANAGED TOTAL
RETURN FUND
Shares of
Beneficial
Interest
(par value
$0.001 per share) 465,132 $11.03 $290,000 $100.00
===================================================================================================================================
<FN>
1The 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 Securities Act of 1933, as amended (the "1933 Act"),
pursuant to Rule 24f-2 under the 1940 Act. Registrant filed the Notice required
by Rule 24f-2 on November 29, 1995 for its fiscal year ended September 30, 1995.
2Based on Registrant's closing price of $11.03 on January 15, 1996 pursuant
to Rule 457(d) under the 1933 Act and Rule 24e-2(a) under the 1940 Act.
3In response to Rule 24e-2(b) under the 1940 Act: (1) the calculation of the
maximum aggregate offering price is made pursuant to Rule 24e-2; (2) 590,034
shares of beneficial interest were redeemed by the Registrant during the fiscal
year ended September 30, 1995; (3) 151,194 shares are being used for reductions
pursuant to Rule 24f-2 during the current fiscal year; and (4) 438,840 shares
are being used for reduction in this amendment pursuant to Rule 24e-2(a).
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
Except for the affected pages contained herein, the Registrant incorporates
the cross reference sheet, Part A, Part B and Part C herein in their entirety
from Post-Effective Amendment No. 3 to its Registration Statement on Form N-1A
as filed with the Securities and Exchange Commission on Janaury 29, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the 1933 Act and that it has duly caused this
Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereto duly authorized, in the City and State of New York on the
31st day of January, 1996.
FUNDMANAGER TRUST
By /s/ CHARLES B. LIPSON
Charles B.Lipson
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons in the capacities indicated on January
31, 1996.
SIGNATURE TITLE
DEXTER A. DODGE* Trustee
Dexter A. Dodge
ERNEST T. KENDALL* Trustee
Ernest T. Kendall
RICHARD B. OSTERBERG* Trustee
Richard B. Osterberg
Treasurer (Principal Financial Officer
John R. Elder and Principal Accounting Officer)
*By
Thomas M. Lenz
As attorney-in-fact pursuant to
a power of attorney filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the 1933 Act and that it has duly caused this
Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Boston and the Commonwealth
of Massachusetts on the 31st day of January, 1996.
FUNDMANAGER TRUST
By
Charles B.Lipson
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons in the capacities indicated on January
31, 1996.
SIGNATURE TITLE
DEXTER A. DODGE* Trustee
Dexter A. Dodge
ERNEST T. KENDALL* Trustee
Ernest T. Kendall
RICHARD B. OSTERBERG* Trustee
Richard B. Osterberg
/s/JOHN R. ELDER Treasurer (Principal Financial Officer
John R. Elder and Principal Accounting Officer)
*By /s/ THOMAS M. LENZ
Thomas M. Lenz
As attorney-in-fact pursuant to
a power of attorney filed herewith.
