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As filed with the Securities and Exchange Commission on February 27, 1998
SECURITIES and EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Securities Act of 1933 File #2-10766
Investment Company Act of 1940 File #811-123
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 73
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 71
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The Composite Funds (formerly Composite Bond & Stock Fund, Inc.)/1/
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(Exact name of Registrant as specified in Charter)
601 West Main Avenue, Suite 300, Spokane, WA 99201
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(Address of principal executive offices)
Registrant's telephone number, including area code (509) 353-3486
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John T. West
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601 West Main Avenue, Suite 300, Spokane WA 99201
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(Name and address of agent for service)
____________________
/1/ Effective on or about March 20, 1998 (the "Effective Time"),
Composite U.S. Government Securities Fund, Composite Income Fund, Composite
Growth & Income Fund, Composite Cash Management Company Money Market Fund,
Composite Cash Management Company Tax-Exempt Money Market Fund, Composite
Tax-Exempt Bond Fund, Composite Northwest Fund and Composite Bond & Stock
Fund, the eight initial series of shares of The Composite Funds, a
Massachusetts business trust (the "Trust") will succeed to all of the
assets, rights, obligations and liabilities of Composite U.S. Government
Securities, Inc., Composite Income Fund, Inc., Composite Equity Series,
Inc., Composite Cash Management Company Money Market Portfolio, Composite
Cash Management Company Tax-Exempt Portfolio, Composite Tax-Exempt Bond
Fund, Inc., Composite Northwest Fund, Inc., and Composite Bond & Stock
Fund, Inc., respectively. The Trust hereby expressly adopts the
Registration Statement of Composite Bond & Stock Fund, Inc., as its own,
effective as of the Effective Time, for all purposes of the Investment
Company Act of 1940.
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Copies to:
Lawrence R. Small, Esq. Joseph B. Kittredge, Esq.
Paine, Hamblen, Coffin, Ropes & Gray
Brooke & Miller One International Place
717 West Sprague Avenue, Suite 1200 Boston, MA 02110
Spokane, WA 99201-3505
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It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b) of Rule 485
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xx on March 23, 1998 pursuant to paragraph (b) of Rule 485
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60 days after filing pursuant to paragraph (a)(i) of Rule 485
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75 days after filing pursuant to paragraph (a)(ii) of Rule 485
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on (date) pursuant to paragraph (a)(ii) of Rule 485
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xx this post-effective amendment designates a new effective date for a
- -- previously filed post-effective amendment.
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Parts A and B of Post-Effective Amendments No. 67 and 69 to the Registrant's
Registration Statement, filed with the Commission on September 30, 1997 and
December 15, 1997, respectively, are unchanged by this Post-Effective Amendment
and are incorporated herein by reference.
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THE COMPOSITE FUNDS
FORM N-1A
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Index to Financial Statements and Supporting Schedules:
(1) Financial Statements:
Composite U.S. Government Securities Fund
Composite Income Fund
Composite Tax-Exempt Bond Fund
Composite Money Market Fund
Composite Tax-Exempt Money Market Fund
Statement of assets and liabilities -- December 31, 1997 (a).
Statement of operations -- year ended December 31, 1997 (a).
Statement of changes in net assets -- years ended December 31,
1997 and December 31, 1996 (a).
Financial highlights (a) (b).
Notes to financial statements (a).
Composite Growth & Income Fund
Composite Northwest Fund
Composite Bond & Stock Fund
Statement of assets and liabilities -- October 31, 1997 (a).
Statement of operations -- year ended October 31, 1997 (a).
Statement of changes in net assets -- years ended October 31,
1997 and October 31, 1996 (a).
Financial highlights (a) (b).
Notes to financial statements (a).
(2) Supporting Schedules:
Composite U.S. Government Securities Fund
Composite Income Fund
Composite Tax-Exempt Bond Fund
Composite Cash Management Company Money Market Fund
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Composite Cash Management Company Tax-Exempt Money Market Fund
Schedule I -- Portfolio of investments owned -- December 31, 1997
(a).
Schedules II through IX omitted because the required matter is
not present.
Composite Growth & Income Fund
Composite Northwest Fund
Composite Bond & Stock Fund
Schedule I -- Portfolio of investments owned -- October 31, 1997
(a).
Schedules II through IX omitted because the required matter is
not present.
(a). Incorporated by reference into Parts A and B.
(b). Included in Part A.
(b) Exhibits.
(1) Form of Amended and Restated Agreement and Declaration of Trust dated
as of September 19, 1997 -- incorporated by reference to Post-
Effective Amendment No. 67 to the Registrant's Registration
Statement.
(2) By-Laws of The Composite Funds -- incorporated by reference to Post-
Effective Amendment No. 67 to the Registrant's Registration
Statement.
(3) None
(4) (a) (See Exhibit (1)) Article III (Shares), Article IV (Shareholders'
Voting Powers and Meetings) and Article VI (Net Income, Distributions,
and Redemptions and Repurchases) of the Amended and Restated Agreement
and Declaration of Trust.
(b) (See Exhibit (2)) Article 10 (Provisions Relating to the Conduct
of the Trust's Business ) and Article 11 (Shareholders' Voting Powers
and Meetings) of the By-Laws.
(5) Form of Investment Management Agreement with Composite Research &
Management Co. -- incorporated by reference to Post-Effective
Amendment No. 67 to the Registrant's Registration Statement.
(6) (a)(i) Form of Distribution Contract and Distribution Plan with
Composite Funds Distributor, Inc. (assuming shareholder approval of
proposed charges) -- incorporated by reference to Post-Effective
Amendment No. 67 to the Registrant's Registration Statement.
(a)(ii) Form of Distribution Contract and Distribution Plan with
Composite Funds Distributor, Inc. (assuming no shareholder approval of
proposed charges) -- incorporated by reference to Post-Effective
Amendment No. 67 to the Registrant's Registration Statement.
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<PAGE>
(b) Form of Selected Dealer Agreement -- incorporated by reference to
Post-Effective Amendment No. 67 to the Registrant's Registration
Statement.
(7) None
(8) Form of Custody Agreement with Investors Fiduciary Trust Company --
incorporated by reference to Post-Effective Amendment No. 67 to the
Registrant's Registration Statement.
(9) Shareholders Service Contract -- incorporated by reference to Post-
Effective Amendment No. 67 to the Registrant's Registration
Statement.
(10) Opinion and consent of counsel as to legality of securities being
issued -- incorporated by reference to Post-Effective Amendment No. 67
to the Registrant's Registration Statement.
(11) Accountants' Consent -- LeMaster & Daniels PLLC -- incorporated by
reference to Post-Effective Amendment No. 67 to the Registrant's
Registration Statement.
(12) None
(13) None
(14) None
(15) See Exhibit 6.
(16) Schedule for Computation of Performance Information -- to be filed by
amendment.
(17) (a) Financial Data Schedule for Composite U.S. Government Securities
Fund -- To be filed by amendment.
(b) Financial Data Schedule for Composite Income Fund -- To be filed
by amendment.
(c) Financial Data Schedule for Composite Growth & Income Fund --
To be filed by amendment.
(d) Financial Data Schedule for Composite Money Market Fund -- To be
filed by amendment.
(e) Financial Data Schedule for Composite Tax-Exempt Money Market
Fund -- To be filed by amendment.
(f) Financial Data Schedule for Composite Tax-Exempt Bond Fund --
To be filed by amendment.
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<PAGE>
(g) Financial Data Schedule for Composite Northwest Fund -- To be
filed by amendment.
(h) Financial Data Schedule for Composite Bond & Stock Fund -- To be
filed by amendment.
(18) Multi-Class Plan adopted pursuant to Rule 18f-3 -- incorporated by
reference to Post-Effective Amendment No. 67 to the Registrant's Registration
Statement.
Item 25. Persons Controlled by or Under Common Control with Registrant.
The Registrant is operated under the supervision of Composite Research &
Management Co. ("Composite Research"). Composite Research is affiliated with
Murphey Favre Securities Services, Inc., which serves as transfer agent for the
Registrant. An affiliate of Composite Research, Composite Funds Distributor,
Inc. serves as the principal underwriter and distributor for the Registrant.
Composite Research, Murphey Favre Securities Services, Inc. and Composite Funds
Distributor, Inc. serve in their same capacities for the four other registered
investment companies (constituting [36] portfolios).
Composite Research, Murphey Favre Securities Services, Inc. and Composite
Funds Distributor, Inc. are all wholly-owned subsidiaries of Washington Mutual,
Inc. and are all incorporated under the laws of the State of Washington.
Item 26. Number of Holders of Securities
<TABLE>
<CAPTION>
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Number of Record Holders
Title of Series (as of February 28, 1998)
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Class A Class B Class S Class I
Shares Shares Shares Shares
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<S> <C> <C> <C> <C>
Composite U.S. Government Securities Fund
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Composite Income Fund
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Composite Growth & Income Fund
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Composite Money Market Fund
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Composite Tax-Exempt Bond Fund
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Composite Northwest Fund
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Composite Bond & Stock Fund
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Composite Tax-Exempt Money Market Fund
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</TABLE>
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<PAGE>
Item 27. Indemnification.
Reference is made to Article VIII, Section 1 of the Amended and Restated
Agreement and Declaration of Trust (the "Agreement and Declaration of Trust") of
the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant by the Registrant pursuant to the Agreement and
Declaration of Trust, 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 action, 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 Investment Advisor.
Registrant's Investment Advisor is Composite Research & Management Co. (the
"Advisor"), a wholly-owned subsidiary of Washington Mutual, Inc., a Washington
corporation. The Advisor serves in that capacity for the four other registered
investment companies (constituting [36] portfolios).
Item 29. Principal Underwriters.
The principal underwriter for the Registrant is Composite Funds
Distributor, Inc. which also serves in the same capacity for the four other
registered investment companies (constituting [36] portfolios).
Item 30. Location of Accounts and Records.
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules thereunder
will be maintained at the offices of the Registrant at 601 West Main Avenue,
Suite 300, Spokane, Washington 99201. The Registrant's custodian activities are
performed at Investors Fiduciary Trust Company ("IFTC"), 127 West 10th, Kansas
City, Missouri 64105.
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<PAGE>
Item 31. Management Services.
Registrant is not a party to any management related contract, other than as
set forth in the Prospectus.
Item 32. Undertakings.
(a) The Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders upon request and without charge.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 of Spokane in the State
of Washington on the 27th day of February, 1998.
The Composite Funds
WILLIAM G. PAPESH*
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William G. Papesh, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
WILLIAM G. PAPESH* President and February 27, 1998
- ----------------------- Trustee
William G. Papesh
MONTE D. CALVIN* Vice President and
- ----------------------- Treasurer February 27, 1998
Monte D. Calvin
WAYNE L. ATTWOOD, M.D.* Trustee February 27, 1998
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Wayne L. Attwood, M.D.
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
KRISTIANNE BLAKE* Trustee February 27, 1998
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Kristianne Blake
ANNE V. FARRELL* Trustee February 27, 1998
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Anne V. Farrell
MICHAEL K. MURPHY* Trustee February 27, 1998
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Michael K. Murphy
DANIEL PAVELICH* Trustee February 27, 1998
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Daniel Pavelich
JAY ROCKEY* Trustee February 27, 1998
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Jay Rockey
RICHARD C. YANCEY* Trustee February 27, 1998
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Richard C. Yancey
DAVID E. ANDERSON
- ------------------- Trustee February 27, 1998
David E. Anderson
ARTHUR H. BERNSTEIN
- ------------------- Trustee February 27, 1998
Arthur H. Bernstein
EDMOND R. DAVIS
- ------------------- Trustee February 27, 1998
Edmond R. Davis
JOHN W. ENGLISH
- ------------------- Trustee February 27, 1998
John W. English
ALFRED E. OSBORNE
- ------------------- Trustee February 27, 1998
Alfred E. Osborne Jr.,
Ph.D.
</TABLE>
*By: MONTE D. CALVIN
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Monte D. Calvin
Attorney-in-Fact
Pursuant to Powers of Attorney filed with Post-Effective Amendment No. 72
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