COMPOSITE NORTHWEST 50 FUND INC
485B24E, 1995-10-25
Previous: WINDSOR PARK PROPERTIES 4, 8-K/A, 1995-10-25
Next: VICTORIA CREATIONS INC, DEF 14A, 1995-10-25


                

                        SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                    Securities Act of 1933 File No. 33-6983
                Investment Company Act of 1940 File No. 811-4740
                                   FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  /X/

     PRE-EFFECTIVE AMENDMENT NO.___        / /
                                 
     POST-EFFECTIVE AMENDMENT NO. 16       /X/

            and/or

REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940    / /  

         AMENDMENT NO. ___                / /

         COMPOSITE NORTHWEST 50 FUND, 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 25, 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
Northwest 50 Fund, Inc., an open-end management investment company.

A.    Title and  amount of shares  being  registered  (number of shares or other
      units):  Additional  527,076  shares of common stock of Composite    
      Northwest 50 Fund, Inc.

B.    Proposed  aggregate  offering  price to the  public  of the  shares  being
      registered:  $9,803,614 based on the offering price of $18.60 per share at
      October 24, 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  Northwest 50 Fund, Inc.  sold during the previous
      fiscal  year ended  October  31,  1994 was  3,187,588.  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;  3,876,945  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
      689,357.
   
<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 NORTHWEST 50 FUND, 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 10, 1995



SECURITIES & EXCHANGE COMMISSION
450 FIFTH STREET NW
WASHINGTON DC  20549

RE:  Composite Northwest 50 Fund, Inc.
       (SA File No. 33-6983)

Gentlemen:

We have acted as counsel to Composite  Northwest 50 Fund,  Inc.  ("the Fund") in
connection  with  the  preparation  of  Post-Effective  Amendment  No.  16  (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 24, 1995


COMPOSITE NORTHWEST 50 FUND, INC.
601 W MAIN AVE STE 801
SPOKANE WA  99201-0613

RE:  Post-Effective Amendment No. 16

Gentlemen:

We have acted as counsel for  Composite  Northwest  50 Fund,  Inc., a Washington
corporation,  (the "Fund") in connection with the  registration of an additional
545,858 shares of common stock, having a par value of $.00001 per share, or such
number  of shares as may be set forth in  Post-Effective  Amendment  No.  16. As
counsel for the Fund, we have  participated in the preparation of Post-Effective
Amendment No. 16 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.  16 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. 16
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