COMPOSITE UNITED STATES GOVERNMENT SECURITIES INC
485B24E, 1995-10-27
Previous: BALCOR PENSION INVESTORS III, 8-K/A, 1995-10-27
Next: MENTOR GRAPHICS CORP, S-4, 1995-10-27


                

                        SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                    Securities Act of 1933 File No. 2-76643
                Investment Company Act of 1940 File No. 811-3426
                                   FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  /X/

     PRE-EFFECTIVE AMENDMENT NO.___        / /
                                 
     POST-EFFECTIVE AMENDMENT NO. 23       /X/

            and/or

REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940    / /  

         AMENDMENT NO. ___                / /

         COMPOSITE U.S. GOVERNMENT SECURITIES, INC.
- ---------------------------------------------------
(Exact name of Registrant as specified in Charter)

601 West Main Avenue, Suite 801, Spokane, WA  99201
- ---------------------------------------------------
     (Address of principal executive offices)

               1-509-353-3486
- ---------------------------------------------------
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
- ---------------------------------------------------
     (Name and address of Agent for service)

Approximate Date of Proposed Public Offering         October 27, 1995

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.
- --------------------------------------------------------------------------------
        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 January 23, 1995.

<PAGE>

                        SECURITIES & EXCHANGE COMMISSION
                                WASHINGTON, D.C.


For the  registration  under the  Securities  Act of 1933 of shares of Composite
U.S. Government Securities, Inc., an open-end management investment company.

A.    Title and  amount of shares  being  registered  (number of shares or other
      units):  Additional  4,670,277  shares of common stock of Composite    
      U.S. Government Securities, Inc.

B.    Proposed  aggregate  offering  price to the  public  of the  shares  being
      registered:  $51,793,367 based on the offering price of $11.09 per share  
      at October 25, 1995. (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 U.S. Government, Inc.  sold during the previous
      fiscal  year ended  December  31,  1994 was  2,528,245.  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;  7,746,197  shares  were used for  reductions
      pursuant  to  paragraph  (c) of Rule  24f-2.  The  amount of  redeemed  or
      repurchased  shares  being used for such  reduction  in this  amendment is
      5,217,952.
   
<PAGE>
                                   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 26th day of September, 1995.

                                        COMPOSITE US GOVERNMENT SECURITIES, INC.
                                        ---------------------------------------
                                                        Registrant
[SEAL]
                                          By:/s/ William G. Papesh
                                             ------------------------ 
ATTEST:                                         William G. Papesh
/s/ John T. West                                     President
- ----------------------------- 
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 26, 1995
- -------------------------------------------                            
Wayne L. Attwood, Director     (Date)             

/s/ Kristianne Blake     September 26, 1995
- -------------------------------------------
Kristianne Blake, Director     (Date)

/s/ Edwin J. McWilliams  September 26, 1995
- -------------------------------------------
Edwin J. McWilliams, Director  (Date)

/s/ Michael K. Murphy    September 26, 1995
- -------------------------------------------
Michael K. Murphy, Director    (Date)

/s/ William G. Papesh    September 26, 1995
- -------------------------------------------
William G. Papesh, Director    (Date)

/s/ Jay Rockey           September 26, 1995
- -------------------------------------------
Jay Rockey, Director           (Date)

/s/ Leland J. Sahlin     September 26, 1995
- -------------------------------------------
Leland J. Sahlin, Director     (Date)

/s/ Richard C. Yancey    September 26, 1995
- -------------------------------------------
Richard C. Yancey, Director    (Date)



October 27, 1995



SECURITIES & EXCHANGE COMMISSION
450 FIFTH STREET NW
WASHINGTON DC  20549

RE:  Composite U.S. Government Securities, Inc.
       (SA File No. 2-76643)

Gentlemen:

We have acted as counsel to Composite  U.S.  Government  Securities,  Inc. ("the
Fund") in connection  with the  preparation of  Post-Effective  Amendment No. 23
(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

/s/ Lawrence R. Small
Lawrence R. Small

<PAGE>

October 27, 1995


COMPOSITE U.S. GOVERNMENT SECURITIES, INC.
601 W MAIN AVE STE 801
SPOKANE WA  99201-0613

RE:  Post-Effective Amendment No. 23

Gentlemen:

We have acted as counsel for  Composite  U.S.  Government  Securities,  Inc.,  a
Washington  corporation,  (the "Fund") in connection with the registration of an
additional  4,670,277  shares of common stock,  having a par value of $.0001 per
share, or such number of shares as may be set forth in Post-Effective  Amendment
No. 23. As counsel for the Fund,  we have  participated  in the  preparation  of
Post-Effective  Amendment  No. 23 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.  23 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. 23
to the Fund's Registration Statement.

Very truly yours,

PAINE, HAMBLEN, COFFIN,
BROOKE & MILLER


/s/ Lawrence R. Small
Lawrence R. Small



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission