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SEC File Nos. 2-97999
811-4309
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 20
THE GROWTH FUND OF WASHINGTON, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
1101 VERMONT AVENUE, N.W.
WASHINGTON, D.C. 20005
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(202) 842-5665
HARRY J. LISTER
WASHINGTON MANAGEMENT CORPORATION
1101 VERMONT AVENUE, N.W.
WASHINGTON, D.C. 20005
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPIES TO:
ALLAN S. MOSTOFF
DECHERT PRICE & RHOADS
1500 K STREET, N.W.
WASHINGTON, D.C. 20005
(COUNSEL FOR THE REGISTRANT)
THE REGISTRANT HAS FILED A DECLARATION PURSUANT TO RULE 24F-2 REGISTERING AN
INDEFINITE NUMBER OF SHARES UNDER THE SECURITIES ACT OF 1933.
ON FEBRUARY 19, 1997 IT FILED ITS 24F-2 NOTICE FOR FISCAL 1996.
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE IMMEDIATELY UPON FILING
PURSUANT TO PARAGRAPH (B) OF RULE 485.
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CALCULATION OF AMOUNT REGISTERED
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Amount Being Proposed Proposed Amount of
Securities Being Registered Maximum Maximum Registration Fee
Registered Offering Price Aggregate
Per Share** Offering
Price***
Common Stock Indefinite* N/A N/A N/A
Par Value $.01
Common Stock 44,955 $21.86 $982,724 $0.00
Par Value $.01
</TABLE>
* Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company
Act of 1940. The Rule 24f-2 Notice for Registrant's most recent fiscal year
ended December 31, 1996 was filed on February 19, 1997.
** Computed under Rule 457(d) on the basis of the offering price per share at
the close of business on February 4, 1997.
*** The calculation of the maximum aggregate offering price is made pursuant to
Rule 24e-2. The total amount of securities redeemed or repurchased during the
previous fiscal year ended December 31, 1996 was $4,999,877. $4,017,153 of
shares was used for reductions pursuant to paragraph (c) of Rule 24f-2 during
the fiscal year ended December 31, 1996. $982,724 of shares is the amount of
redeemed shares used for reduction in this amendment.
SIGNATURE OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all 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 Washington, District of
Columbia, on the 19th day of February, 1997.
THE GROWTH FUND OF WASHINGTON, INC.
By Harry J. Lister, President
Pursuant to the requirement of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below on February 19, 1997 by the
following persons in the capacities indicated.
SIGNATURE TITLE
(1) Principal Executive Officer:
Harry J. Lister President
(2) Principal Financial Officer and
Principal Accounting Officer:
Howard L. Kitzmiller Senior Vice President,
Secretary, Treasurer and Chief Financial Officer
(3) Directors
James H. Lemon* Chairman of the Board
Cyrus A. Ansary* Director
Harry J. Lister Director
T. Eugene Smith* Director
Leonard P. Steuart II* Director
Margita E. White* Director
* By Howard L. Kitzmiller, Attorney-in-fact
February 19, 1997
The Growth Fund of Washington, Inc.
1101 Vermont Avenue, N.W.
Washington, DC 20005
Re: Post-Effective Amendment No. 20 (the
"Amendment")
Dear Sirs:
As counsel for The Growth Fund of Washington, Inc. (the "Fund"),
we are familiar with the Fund's registration under the Investment Company Act
of 1940 and with the registration statement relating to its Common Shares (the
"Shares") under the Securities Act of 1933 (File No. 2-97999) (the
"Registration Statement"). We also have examined such other corporate
records, agreements, documents and instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion that the Shares being
registered pursuant to the Amendment will, when sold at the public offering
price and delivered by the Fund against receipt of the net asset value of the
Shares in accordance with the terms of the Registration Statement and the
requirements of applicable law, have been duly and validly authorized, legally
and validly issued, and fully paid and non-assessable.
We consent to the filing of this opinion in connection with the
Amendment which is filed pursuant to Section 24(e) under the Investment
Company Act of 1940 on behalf of the Fund with the Securities and Exchange
Commission.
Very truly yours,
Dechert Price & Rhoads
February 19, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Growth Fund of Washington, Inc. (the "Fund")
Post-Effective Amendment No. 20, File No. 2-97999
Gentlemen:
As counsel to the Fund, I represent pursuant to Rule 485(e) under
the Securities Act of 1933 (the "Act") that the Fund's Post-Effective
Amendment No. 20 to its Registration Statement under the Act does not contain
disclosures which would render it ineligible to become effective pursuant to
paragraph (b) of that Rule.
Sincerely,
Olivia P. Adler
OPA:vlp
