AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER 23, 1996
1933 Act File No. 2-25383
1940 Act File No. 811-1383
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 45 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 33 [X]
(Check appropriate box or boxes)
BERGER ONE HUNDRED AND ONE FUND, INC.
- --------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
210 University Boulevard, Suite 900, Denver, Colorado 80206
- ---------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(303) 329-0200
----------------------
Rodney L. Linafelter, 210 University Boulevard, Suite 900, Denver, CO
80206
- ---------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable
after this post-effective amendment becomes effective.
It is proposed that this filing will become effective: (check
appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
Registrant has registered an indefinite number of shares of capital
stock under the Securities Act of 1933 pursuant to Rule 24f-2(a) and
filed its Rule 24f-2 Notice on November 19, 1996, for the fiscal year
ended September 30, 1996.
<PAGE>
EXPLANATORY NOTE
The sole purpose of this filing is to correct the Registrant's
Post-Effective Amendment No. 44, filed with the Securities and
Exchange Commission on October 30, 1996, on which the Registrant
registered additional shares pursuant to Section 24(e) of the
Investment Company Act of 1940. Due to an inadvertent transposition
in figures, footnote (3) to the Calculation of Registration Fees table
on the facing page of Post-Effective Amendment No. 44 erroneously
indicated that the number of redeemed securities being used for
reduction of the registration fee in that Amendment was 5,508,690.
That number is hereby corrected to read 5,058,690. Accordingly, the
Calculation of Registration Fees table is further hereby corrected to
show 5,081,864 in the "Amount Being Registered" column as the total
number of shares being registered (including the 23,174 other shares
also registered on that Amendment), rather than 5,531,864, and is
hereby corrected to show $72,365,743 in the "Proposed Maximum
Aggregate Offering Price" column, rather than $78,773,743.
<PAGE>
SIGNATURES
----------
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 Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Denver, and State of Colorado, on the 23rd day of
December, 1996.
BERGER ONE HUNDRED AND ONE FUND, INC.
-----------------------------------------
(Registrant)
By Rodney L. Linafelter
---------------------------------------
Name: Rodney L. Linafelter
------------------------------------
Title: 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 dates indicated.
Signature Title Date
--------- ----- -----
Rodney L. Linafelter President (Principal December 23, 1996
- -------------------------- Executive Officer)
Rodney L. Linafelter and Director
Kevin R. Fay Vice President, December 23, 1996
- -------------------------- Secretary and Treasurer
Kevin R. Fay (Principal Financial
and Accounting Officer)
/s/ Dennis E. Baldwin Director December 23, 1996
- --------------------------
Dennis E. Baldwin*
/s/ William M.B. Berger Director December 23, 1996
- --------------------------
William M.B. Berger*
/s/ Louis R. Bindner Director December 23, 1996
- --------------------------
Louis R. Bindner*
/s/ Katherine A. Cattanach Director December 23, 1996
- --------------------------
Katherine A. Cattanach*
/s/ Lucy Black Creighton Director December 23, 1996
- --------------------------
Lucy Black Creighton*
/s/ Paul R. Knapp Director December 23, 1996
- --------------------------
Paul R. Knapp*
/s/ Harry T. Lewis, Jr. Director December 23, 1996
- --------------------------
Harry T. Lewis, Jr.*
/s/ Michael Owen Director December 23, 1996
- --------------------------
Michael Owen*
/s/ William Sinclaire Director December 23, 1996
- --------------------------
William Sinclaire*
Rodney L. Linafelter
- --------------------------
*By Rodney L. Linafelter,
Attorney-in-Fact
DAVIS, GRAHAM & STUBBS LLP EXHIBIT 10
A Limited Liability Partnership
Attorneys at Law
Suite 4700
370 Seventeenth Street
Denver, Colorado 80202
Telephone 303-892-9400
Facsimile 303-893-1379
December 23, 1996
Berger One Hundred and One Fund, Inc.
210 University Blvd. #900
Denver, Colorado 80206
Re: Public Offering of Capital Stock
Ladies and Gentlemen:
We have acted as counsel for Berger One Hundred and One
Fund, Inc. (the "Fund") in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration
Statement (File No. 2-25383) under the Securities Act of 1933 on
Form N-1A, and amendments thereto, with respect to the offer and sale
of shares of Capital Stock ($0.01 par value) of the Fund (the "Capital
Stock"), including the shares registered pursuant to Post-Effective
Amendment No. 44, as corrected by Post-Effective Amendment No. 45,
registering an additional 5,081,864 shares of Capital Stock pursuant
to such Registration Statement, as amended.
We have examined the Fund's Articles of Incorporation and
Bylaws, as amended, the proceedings of its Board of Directors relating
to the authorization, issuance and proposed sale of the Capital Stock
and such other records and documents as we have deemed relevant.
Based upon such examination, it is our opinion that upon the issuance
and sale of the 5,081,864 shares of Capital Stock of the Fund in the
manner contemplated by the aforesaid Registration Statement, as
amended, such shares will be validly issued, fully paid and
nonassessable outstanding shares of Capital Stock of the Fund.
We hereby consent to the filing of this opinion as an
exhibit to the aforesaid Registration Statement, as amended.
This opinion supersedes and replaces in its entirety our
opinion dated October 30, 1996, addressing the shares of Capital Stock
registered pursuant to Post-Effective Amendment No. 44.
Sincerely,
DAVIS, GRAHAM & STUBBS LLP
