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. 19 /X/
and/or
REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. ___ / /
COMPOSITE NORTHWEST FUND, INC.
- ---------------------------------------------------
(Exact name of Registrant as specified in Charter)
601 West Main Avenue, Suite 801, Spokane, WA 99201
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(Address of principal executive offices)
1-509-353-3486
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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
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(Name and address of Agent for service)
Approximate Date of Proposed Public Offering October 21, 1996
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.
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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 December 14, 1995.
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SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C.
For the registration under the Securities Act of 1933 of shares of Composite
Northwest Fund, Inc., an open-end management investment company.
A. Title and amount of shares being registered (number of shares or other
units): Additional 1,946,488 shares of common stock of Composite
Northwest Fund, Inc.
B. Proposed aggregate offering price to the public of the shares being
registered: $40,895,712 based on the Class A maximum offering price of
$21.01 per share on October 11, 1996. (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 Fund, Inc. redeemed during the previous
fiscal year ended October 31, 1995 was 3,735,384. 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; 1,804,602 shares were used for reductions pursuant
to paragraph (c) of Rule 24f-2. The amount of shares being registered by
this amendment is 1,946,488, which is equal to the remaining 1,930,782
shares redeemed during fiscal year ended October 31, 1995, plus 15,706
shares.
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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 24th day of September, 1996.
COMPOSITE NORTHWEST 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 24, 1996
- -------------------------------------------
Wayne L. Attwood, Director (Date)
/s/ Kristianne Blake September 24, 1996
- -------------------------------------------
Kristianne Blake, Director (Date)
/s/ Edwin J. McWilliams September 24, 1996
- -------------------------------------------
Edwin J. McWilliams, Director (Date)
/s/ Michael K. Murphy September 24, 1996
- -------------------------------------------
Michael K. Murphy, Director (Date)
/s/ William G. Papesh September 24, 1996
- -------------------------------------------
William G. Papesh, Director (Date)
/s/ Jay Rockey September 24, 1996
- -------------------------------------------
Jay Rockey, Director (Date)
/s/ Leland J. Sahlin September 24, 1996
- -------------------------------------------
Leland J. Sahlin, Director (Date)
/s/ Richard C. Yancey September 24, 1996
- -------------------------------------------
Richard C. Yancey, Director (Date)
October 11, 1996
SECURITIES & EXCHANGE COMMISSION
450 FIFTH STREET NW
WASHINGTON DC 20549
RE: Composite Northwest Fund, Inc.
(SA File No. 33-6983)
Gentlemen:
We have acted as counsel to Composite Northwest Fund, Inc. ("the Fund") in
connection with the preparation of Post-Effective Amendment No. 19 (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 LLP
/s/ Lawrence R. Small
Lawrence R. Small
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October 11, 1996
COMPOSITE NORTHWEST FUND, INC.
601 W MAIN AVE STE 801
SPOKANE WA 99201-0613
RE: Post-Effective Amendment No. 19
Gentlemen:
We have acted as counsel for Composite Northwest Fund, Inc., a Washington
corporation, (the "Fund") in connection with the registration of an additional
1,946,488 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. 19. As
counsel for the Fund, we have participated in the preparation of Post-Effective
Amendment No. 19 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. 19 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. 19
to the Fund's Registration Statement.
Very truly yours,
PAINE, HAMBLEN, COFFIN,
BROOKE & MILLER LLP
/s/ Lawrence R. Small
Lawrence R. Small
