BOND PORTFOLIO FOR ENDOWMENTS INC
485B24E, 1996-01-11
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SEC File Nos.
811-2110
2-41200
 
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C. 20549
 
                              FORM N-1A
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                  Post-Effective Amendment No. 37         (X)
 
                  BOND PORTFOLIO FOR ENDOWMENTS, INC.
           (Exact name of registrant as specified in charter)
 
 P.O. Box 7650, Four Embarcadero Center, San Francisco, California 94120
           (Address of principal executive offices) (Zip Code)
 
      Registrant's Telephone Number, Including Area Code:  (415) 421-9360
 
                     Patrick F. Quan, Secretary
                Bond Portfolio for Endowments, Inc.
               P.O. Box 7650, Four Embarcadero Center
                  San Francisco, California 94120     
               (Name and address of agent for service)
 
                               Copy to:
                       Cary I. Klafter, Esq.
                        Morrison & Foerster
                345 California Street (30th Floor)
                 San Francisco, California  94104
 
The Registrant has filed a declaration pursuant to Rule 24f-2 registering an
indefinite number of shares under the Securities Act of 1933.  On September 21,
1995, it filed its 24f-2 Notice for fiscal 1995.    
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
                                                                                     
 
Title of         Amount being     Proposed         Proposed         Amount of        
securities being   registered       maximum          maximum          Registration     
registered                        offering price   aggregate        Fee              
<S>              <C>              <C>              <C>              <C>              
                                                                                     
Common           286,644 shares   $17.33*          $4,967,541**     $100***          
Capital Stock                                                                        
                                                                                     
 
</TABLE>
 
* Offering price as of January 3, 1996.
 
** The calculation of the maximum aggregate offering price is made pursuant to
Rule 24e-2(a) of the Investment Company Act of 1940.  During Registrant's 1995
fiscal year, 484,790 shares were redeemed or repurchased, of which 214,880
shares were used for reductions pursuant to Rule 24f-2 of the Investment
Company Act of 1940.  The 269,910 shares remaining have been used to reduce the
maximum offering price of the 286,644 shares being registered.
 
*** Minimum fee pursuant to Regulation 270.24e-2(a)(2) promulgated under the
Investment Company Act of 1940.
                                                            
[X]  It is proposed that this filing will become effective on January 15, 1996
pursuant to paragraph (b) of Rule 485.
 
<PAGE>
January 11, 1996
 
Bond Portfolio for Endowments, Inc.
Four Embarcadero Center, Suite 1800
San Francisco, California  94111
 
Re: Issuance of 286,644 Shares of Bond Portfolio for Endowments, Inc.;
Registration on Form N-1A Pursuant to Rule 24e-2
 
Ladies and Gentlemen:
 
  Bond Portfolio for Endowments, Inc. (the "Fund") has requested our opinion in
connection with the registration for issuance by the Fund of 286,644 shares of
capital stock of the Fund (the "Stock").  We understand that a copy of this
opinion will be provided to the Securities and Exchange Commission pursuant to
Item 24(b)(10) of Part C of Form N-1A under the Investment Company Act of 1940,
as amended.  
 
  We have examined documents relating to the organization of the Fund and the
authorization for registration and issuance of shares of the Fund.  
 
  Based upon and subject to the foregoing, we are of the opinion that:  
 
  The issuance of the Stock by the Fund has been duly and validly authorized by
all appropriate corporate action and, assuming that the Stock will be
registered by post-effective amendment to the Fund's Form N-1A Registration
Statement, and that the delivery by sale or in accord with the Fund's dividend
reinvestment plan in accordance with the description set forth in the Fund's
current prospectus under the Securities Act of 1933, the Stock will be legally
issued, fully paid and nonassessable.  
 
  We consent to the submission of a copy of this opinion to the Securities and
Exchange Commission in connection with the filing of the Fund's Post-Effective
Amendment No. 37 to Form N-1A under the Securities Act of 1933 (SEC file no.
2-41200).  
 
  The opinion given above is subject to the condition that the Fund will comply
with the provisions of any applicable laws, regulations and permits of any
state or foreign country in which any of the Stock is sold.    
 
Very truly yours,
MORRISON & FOERSTER LLP
<PAGE>
 
                            SIGNATURE OF REGISTRANT
 
 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, thereunto duly
authorized, in the City and County of San Francisco, and State of California on
the 11th day of January, 1996.
 
      BOND PORTFOLIO FOR ENDOWMENTS, INC.
      By      
       Patrick F. Quan, Secretary
 
ATTEST:
Barbara A. Preddy
 
 Pursuant to the requirements of the Securities Act of 1933, this amendment to
its registration statement has been signed below on January 11, 1996 by the
following persons in the capacities indicated.
 
<TABLE>
<CAPTION>
<S>      <C>                                                       <C>           
         Signature                                                 Title         
                                                                                 
(1)      Principal Executive Officer:                                            
                                                                   Chairman of   
                                                                   the Board     
         (Robert B. Egelston)                                                    
                                                                                 
(2 )     Principal Financial Officer and                           Vice          
         Principal Accounting Officer:                             President     
                                                                   and           
                                                                   Treasurer     
         (Steven N. Kearsley)                                                    
                                                                                 
(3)      Directors:                                                              
         Frank L. Ellsworth *                                      Director      
         Steven D. Lavine*                                         Director      
         Patricia A. McBride*                                      Director      
         John R. Metcalf*                                          Director      
         Charles R. Redmond*                                       Director      
                                                                                 
                                                                   President and   
         (Thomas E. Terry)                                         Director      
                                                                                 
         Robert C. Ziebarth*                                       Director      
</TABLE>
 
*By      
 Patrick F. Quan, Attorney-in-Fact
 
  Counsel reports that the amendment does not contain disclosures that would
make the amendment ineligible for effectiveness under the provisions of Rule
485(b).
 
      Michael J. Downer, Counsel


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