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As filed with the Securities and Exchange Commission on January 6, 1999
File Nos. 333-70061
811-09185
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. 1
Post-Effective Amendment No. __
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 1
ALLEGIANCE INVESTMENT TRUST
(Exact Name of Registrant as Specified in its Charter)
800 North Brand Boulevard, Suite 800
Glendale, California 91203
(Address of Principal Executive Office)
(800) 247-5331
(Registrant's Telephone Number, Including Area Code)
RICHARD A. SNYDERS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
800 North Brand Boulevard, Suite 800
Glendale, California 91203
(Name and Address of Agent for Service)
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Approximate Date of Proposed Public Offering:
As soon as practicable after the date hereof.
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It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to Rule 485(b)
[ ] on pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485(a)(1)
[ ] 75 days after filing pursuant to Rule 485(a)(2)
[ ] on pursuant to Rule 485(a)
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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ALLEGIANCE INVESTMENT TRUST
CONTENTS OF REGISTRATION STATEMENT
This registration statement contains the following documents:
Facing Sheet
Contents of Registration Statement
Part A - Not included*
Part B - Not included*
Part C - Other Information
Signature Page
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* The prospectus and statement of additional information are incorporated by
reference to the initial filing of this Registration Statement on Form N-1A
on December 31, 1998.
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PART C
OTHER INFORMATION
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ALLEGIANCE INVESTMENT TRUST
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FORM N-1A
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PART C
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ITEM 23. EXHIBITS
(a) Articles of Incorporation: Agreement and Declaration of Trust
dated September 2, 1998.(1)
(b) By-Laws: By-Laws dated September 2, 1998.(1)
(c) Instruments Defining Rights of Security Holder: Not applicable.
(d) Investment Advisory Contracts: Form of Investment Advisory
Agreement.(1)
(e) Underwriting Contracts: To be filed by pre-effective amendment.
(f) Bonus or Profit Sharing Contracts: Not applicable.
(g) Custodian Agreements: To be filed by pre-effective amendment.
(h) Other Material Contracts:
(i) Form of Administrative Services Agreement.(1)
(i) Legal Opinion: Consent and Opinion of Counsel as to legality of
shares to be filed by pre-effective amendment.
(j) Other Opinions: Independent Auditors' Consent: Not applicable.
(k) Omitted Financial Statements: Not applicable.
(l) Initial Capital Agreements: Subscription Agreement for initial
shares to be filed by pre-effective amendment.
(m) Rule 12b-1 Plan: Form of Share Marketing Plan (Rule 12b-1 Plan)
to be filed by pre-effective amendment.
(n) Financial Data Schedule: Not applicable.
(o) 18f-3 Plan: Not applicable.
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(1) Incorporated by reference to the initial filing of this Registration
Statement on Form N-1A on December 31, 1998.
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ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Van Deventer & Hoch (the "Manager") is a partnership controlled by VDH
Holdings, Inc. ("VDH, Inc.") and Crestline Capital Partners, L.P. ("CCP"),
as general partners. Controlling shareholders of VDH, Inc. also serve as
officers of the Manager, including Richard A. Snyders, John L. Hoch,
Richard D. Trautwein, Allen H. Van Deventer, Donald F. Grannis and Jeff W.
Arnett. Highline Capital Advisors II, L.P. holds a majority limited partner
interest in CCP and is controlled by Donald H. Putnam, Jeffrey D. Lovell,
Mary Pat Thornton and Richard I. Morris, Jr.
ITEM 25. INDEMNIFICATION
Article VII of the Agreement and Declaration of Trust empowers the
Trustees of the Trust, to the full extent permitted by law, to purchase
with Trust assets insurance for indemnification from liability and to pay
for all expenses reasonably incurred or paid or expected to be paid by a
Trustee or officer in connection with any claim, action, suit or proceeding
in which he or she becomes involved by virtue of his or her capacity or
former capacity with the Trust.
Article VI of the By-Laws of the Trust provides that the Trust shall
indemnify any person who was or is a party or is threatened to be made a
party to any proceeding by reason of the fact that such person is and other
amounts or was an agent of the Trust, against expenses, judgments, fines,
settlement and other amounts actually and reasonable incurred in connection
with such proceeding if that person acted in good faith and reasonably
believed his or her conduct to be in the best interests of the Trust.
Indemnification will not be provided in certain circumstances, however,
including instances of willful misfeasance, bad faith, gross negligence,
and reckless disregard of the duties involved in the conduct of the
particular office involved.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be permitted to
the Trustees, officers and controlling persons of the Registrant pursuant
to the foregoing provisions or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable in the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a Trustee, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such Trustee, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of such issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.
See information in Part A (Prospectus) and Part B (Statement of
Additional Information) for information on Messrs. Snyders and Bock.
Messrs. Putnam, Lovell, Morris and Ms. Thornton, who are indirect owners of
the Manager (through their interests in a limited partner of a general
partner of the Manager), also are principals in the investment banking firm
of Putnam, Lovell, de Guardiola & Thornton, which specializes in the
investment management industry.
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ITEM 27. PRINCIPAL UNDERWRITER
(a) First Fund Distributors, Inc. currently serves as primary
distributor of the shares of:
Advisors Series Trust
Al Frank Fund (The)
American Trust Allegiance Fund
Avatar Advantage Balanced Fund (The)
Avatar Advantage Equity Allocation Fund (The)
Avatar Advantage International Equity Allocation Fund (The)
Chase Growth Fund
Edgar Lomax Value Fund
Information Tech 100 Mutual Fund
Kaminski Poland Fund
Rockhaven Fund
Rockhaven Premier Dividend Fund
Van Deventer & Hoch American Value Fund
Brandes Investment Trust
RNC Mutual Value Group, Inc.
PIC Investment Trust
Professionally Managed Portfolios
Academy Value Fund
Avondale Total Return Fund
Boston Balanced Fund
Osterweis Fund
Perkins Discovery Fund
Perkins Opportunity Fund
ProConscience Women's Equity Mutual Fund
Trent Equity Fund
Leonetti Balanced Fund
Lighthouse Contrarian Fund
U.S. Global Leaders Growth Fund
Harris Bretall Sullivan & Smith Growth Equity Fund
Pzena Focused Value Fund
Titan Financial Services Fund
PGP Korea Growth Fund
PGP Asia Growth Fund
Guinness Flight Investment Funds
Jurika & Voyles Fund Group
Masters Select Investment Trust
Kayne Anderson Mutual Funds
O'Shaughnessy Funds, Inc.
Fleming Capital Mutual Fund Group, Inc.
Fremont Mutual Funds, Inc.
Rainier Investment Management Mutual Funds
The Purisima Funds
UBS Private Investor Funds
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(b) The officers of First Fund Distributors, Inc. are:
Robert H. Wadsworth President and Treasurer
Eric Banhazl Vice President
Steven J. Paggioli Vice President and Secretary
Each officer's business address with the Distributor is 4455
E. Camelback Rd., Suite 261-E, Phoenix, AZ 85018
(c) Not Applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules
promulgated thereunder are in the possession of the Registrant, at the
Registrant's corporate offices, except (1) records held and maintained by
_____________________ relating to its functions as custodian and (2)
records held and maintained by Investment Company Administration, L.L.C.,
as sub-administrator and fund accountant and, (3) records held and
maintained by _________________ relating to its functions as transfer
agent. The address for _________________ (custodian) is
_______________________________. The address for Investment Company
Administration, L.L.C. (sub-administrator and fund accountant) is 2020 E.
Financial Way, Suite 100, Glendora, CA 91741. The address for
_________________ (transfer agent) is ___________________________.
ITEM 29. MANAGEMENT SERVICES.
All management-related service contracts are discussed in Parts A and
B.
ITEM 30. UNDERTAKINGS.
(a) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's last
annual report to shareholders, upon request and without charge.
(b) Registrant has undertaken to comply with Section 16(a) of the
Investment Company Act which requires the prompt convening of a
meeting of shareholders to elect trustees to fill existing
vacancies in the Registrant's Board of Trustees if less than a
majority of the trustees has been elected to such position by
shareholders. Registrant has also undertaken promptly to call a
meeting of shareholders for the purpose of voting on the question
of removal of any Trustee or Trustees when requested in writing
to do so by the record holders of not less than 10 percent of the
Registrant's outstanding shares and to assist its shareholders in
communicating with other shareholders in accordance with the
requirements of Section 16(c) of the Investment Company Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Glendale, the State of California, on the 6th day of January, 1999.
ALLEGIANCE INVESTMENT TRUST
By: /s/ Richard A. Snyders*
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Richard A. Snyders
President and Chief Executive Officer
(Principal Executive 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 and on the dates indicated.
/s/ Richard A. Snyders Sole Trustee January 6, 1999
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Richard A. Snyders
/s/ Charles L. Bock Treasurer and January 6, 1999
- ----------------------------- Secretary (Principal
Charles L. Bock Financial and Accounting
Officer)
*/s/ David A. Hearth
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by David A. Hearth,
pursuant to Power of
Attorney previously filed
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