SEC File Nos.
811-1884
2-34371
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 41 (X)
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
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
offering price
<S> <C> <C> <C> <C>
Common 316,817 shares $18.32* $5,804,087** $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, 618,230 shares were redeemed or repurchased, of which 317,243
shares were used for reductions pursuant to Rule 24f-2 of the Investment
Company Act of 1940. The 300,987 shares remaining have been used to reduce the
maximum offering price of the 316,817 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
Endowments, Inc.
Four Embarcadero Center, Suite 1800
San Francisco, California 94111
Re: Issuance of 316,817 Shares of Endowments, Inc.; Registration on Form N-1A
Pursuant to Rule 24e-2
Ladies and Gentlemen:
Endowments, Inc. (the "Fund") has requested our opinion in connection with
the registration for issuance by the Fund of 316,817 shares of capital stock of
the Fund (the "Stock") in reliance on Rule 24e-2 under the Investment Company
Act of 1940, as amended (the "1940 Act"). 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 1940 Act.
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. 41 to Form N-1A under the Securities Act of 1933 (SEC file no.
2-34371).
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.
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
