SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Securities Act of 1933 File No. 2-54998
Investment Company Act of 1940 File No. 811-2604
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO.___ / /
POST-EFFECTIVE AMENDMENT NO. 31 /X/
and/or
REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. ___ / /
COMPOSITE INCOME FUND, INC.
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(Exact name of Registrant as specified in Charter)
601 West Main Avenue, Suite 801, Spokane, WA 99201
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(Address of principal executive offices)
1-509-353-3486
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Registrant's telephone number, including area code
JOHN T. WEST, CORPORATE SECRETARY
Composite Group of Funds
601 West Main Avenue, Suite 801, Spokane, WA 99201
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(Name and address of Agent for service)
Approximate Date of Proposed Public Offering October 21, 1996
It is proposed that this filing will become effective:
/X/ immediately upon filing pursuant to paragraph (b) of Rule 485
/ / on (date), pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a)(i) of Rule 485
/ / on (date) pursuant to paragraph (a)(i) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
/ / on (date) pursuant to paragraph (a)(ii) of Rule 485
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Indefinite amount has been registered pursuant to Rule 24f-2. The Rule 24f-2
Notice for the most recent fiscal year was filed on February 27, 1996.
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SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C.
For the registration under the Securities Act of 1933 of shares of Composite
Income Fund, Inc., an open-end management investment company.
A. Title and amount of shares being registered (number of shares or other
units): Additional 367,390 shares of common stock of Composite
Income Fund, Inc.
B. Proposed aggregate offering price to the public of the shares being
registered: $3,460,814 based on the Class A maximum offering price of
$9.42 per share on October 11, 1996. (1)
C. Amount of filing fee pursuant to Rule 24e-2: $100
(1) The calculation of the maximum aggregate offering price is made pursuant
to Rule 24e-2 of the Investment Company Act of 1940. The total number of
shares of Composite Income Fund, Inc. redeemed during the fiscal year
ended December 31, 1995 was 2,236,344. No redeemed or repurchased
shares have been used for reductions pursuant to paragraph (a)of
Rule 24e-2 in any previous filing of Post-Effective Amendments during
the current fiscal year; 1,903,985 shares were used for reductions
pursuant to paragraph (c) of Rule 24f-2. The amount of shares being
registered by this amendment is 367,390, which is equal to the remaining
332,359 shares redeemed during the fiscal year ended December 31, 1995,
plus 35,031 shares.
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SIGNATURES
FORM N-1A
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 Spokane, and State of Washington
on the 24th day of September, 1996.
COMPOSITE INCOME FUND, INC.
--------------------------------
Registrant
[SEAL]
By:/s/ William G. Papesh
------------------------
ATTEST: William G. Papesh
/s/ John T. West President
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John T. West, CPA /s/ Monte D. Calvin
Secretary ------------------------
Monte D. Calvin, CPA
Principal Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the date indicated:
/s/ Wayne L. Attwood September 24, 1996
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Wayne L. Attwood, Director (Date)
/s/ Kristianne Blake September 24, 1996
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Kristianne Blake, Director (Date)
/s/ Edwin J. McWilliams September 24, 1996
- -------------------------------------------
Edwin J. McWilliams, Director (Date)
/s/ Michael K. Murphy September 24, 1996
- -------------------------------------------
Michael K. Murphy, Director (Date)
/s/ William G. Papesh September 24, 1996
- -------------------------------------------
William G. Papesh, Director (Date)
/s/ Jay Rockey September 24, 1996
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Jay Rockey, Director (Date)
/s/ Leland J. Sahlin September 24, 1996
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Leland J. Sahlin, Director (Date)
/s/ Richard C. Yancey September 24, 1996
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Richard C. Yancey, Director (Date)
October 11, 1996
SECURITIES & EXCHANGE COMMISSION
450 FIFTH STREET NW
WASHINGTON DC 20549
RE: Composite Income Fund, Inc.
(SA File No. 2-54998)
Gentlemen:
We have acted as counsel to Composite Income Fund, Inc. ("the Fund") in
connection with the preparation of Post-Effective Amendment No. 31 (the
"Amendment") to the Fund's Registration Statement. We have reviewed the
Amendment and, in our opinion, the Amendment does not contain disclosures which
would render it ineligible to become effective pursuant to Paragraph (b) of Rule
485 under the Securities Act of 1933.
Very truly yours,
PAINE, HAMBLEN, COFFIN,
BROOKE & MILLER LLP
/s/ Lawrence R. Small
Lawrence R. Small
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October 11, 1996
COMPOSITE INCOME FUND, INC.
601 W MAIN AVE STE 801
SPOKANE WA 99201-0613
RE: Post-Effective Amendment No. 31
Gentlemen:
We have acted as counsel for Composite Income Fund, Inc., a Washington
corporation, (the "Fund") in connection with the registration of an additional
367,390 shares of common stock, having a par value of $.01 per share, or such
number of shares as may be set forth in Post-Effective Amendment No. 31. As
counsel for the Fund, we have participated in the preparation of Post-Effective
Amendment No. 31 to the Fund's Registration Statement on Form N-1A relating to
such additional shares. We have examined and relied upon corporate records of
the Fund and other documents as to factual matters to the extent deemed
necessary to render the opinion set forth below.
It is our opinion that the additional shares of common stock of the Fund being
registered by Post-Effective Amendment No. 31 to the Fund's Registration
Statement are duly authorized and unissued shares. When such shares have been
duly sold, issued and paid for as contemplated in the Prospectus, such shares
will have been validly and legally issued and will be fully paid and
nonassessable shares of common stock of the Fund in accordance with the
provisions of the laws of the State of Washington.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the above-referenced Post-Effective Amendment No. 31
to the Fund's Registration Statement.
Very truly yours,
PAINE, HAMBLEN, COFFIN,
BROOKE & MILLER LLP
/s/ Lawrence R. Small
Lawrence R. Small
