Securities Act of 1933 No. 33-8124
Investment Company Act of 1940 No. 811-4804
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X]
Post-Effective Amendment No. 13
[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT CO ACT OF 1940
[X]
Amendment No. 13
[X]
THE ELITE GROUP
1325-4th Avenue, Suite 2144, Seattle, Washington 98101
(206) 624-5863
AGENT FOR SERVICE:
Richard S. McCormick
1325-4th Avenue, Suite 2144, Seattle Washington 98101
It is proposed that this filing will become effective (check
appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[X] on January 30, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on __________ pursuant to paragraph (a)(ii) of rule
485.
If appropriate, check the following box:
[X] this post-effective amendment designates a new
effective date for a previously filed
post-effective amendment.
This Registration Statement incorporates by reference the
Prospectus and Statement of Additional Information as contained
in Post Effective Amendment No. 12 to the Registrant's
Registration Statement under the Securities Act of 1933 on Form
N-1A filed on November 18, 1998.
PART C
THE ELITE GROUP
FORM N-1A
Post-Effective Amendment No. 13
OTHER INFORMATION
1
ITEM 23. Exhibits
(a) Declaration of Trust - Incorporated by reference
Pre-Effective #2 filed 10/23/86.
(b) By Laws - Incorporated by reference as filed 8/19/86,
Original Registration Statement
(c) Specimen copies of each security issued by Registrant -
Incorporated by reference Pre-Effective #2 filed 10/23/86.
(d) Investment Management Agreement - Incorporated by reference
Pre-Effective #2 filed 10/23/86.
(e) Not Applicable
(f) Not Applicable
(g) Custodian Agreement - Incorporated by reference as filed
12/22/87, Post-Effective No. 1
(h) Transfer and Dividend Paying Agent Agreement - Incorporated
by reference as filed 8/19/86, Original Registration
Statement
(i) Opinion of Counsel - Incorporated by reference Pre-Effective
#3 filed 11/5/86.
(j) Consent of Auditors - Enclosed
(k) Financial Statements - Annual Audited Report to
Shareholders, September 30, 1998 - Incorporated by
reference, filed November 18, 1998
(l) Assurance Letter with respect to Initial Capital
-Incorporated by reference as filed 8/19/86, Original
Registration Statement
(m) Not Applicable
(n) Financial Data Schedule - Enclosed
(o) Not Applicable
ITEM 24. Persons Controlled By or Under Common Control with
Registrant
To the knowledge of Registrant, the Registrant is not controlled
by or under common control with any other person.
ITEM 25. Indemnification
Section 5.3 of the Trust's Declaration of Trust, attached as
Exhibit (b)(1) of Item 24, provides for indemnification of
certain persons acting on behalf of the Trust. Insofar as
indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons by the Trust's Declaration of Trust and By-Laws, or
otherwise, the Trust has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in said Act, and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Trust of expenses incurred or paid by a director, officer
or controlling person of the Trust in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered the Trust 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 Act and will be governed by the final
adjudication of such issue.
The Trust reserves the right to purchase Professional Indemnity
insurance coverage, the terms and conditions of which would
conform generally to the standard coverage available to the
investment company industry. Such coverage for the Funds would
generally include losses incurred on account of any alleged
negligent act, error or omission committed in connection with
operation of the Funds, but excluding losses incurred arising out
of any dishonest, fraudulent, criminal or malicious act committed
or alleged to have been committed by the Trust. Such coverage
for trustees and officers would generally include losses incurred
by reason of any actual or alleged breach of duty, neglect,
error, misstatement, misleading statement or other act of
omission committed by such person in such a capacity, but would
generally exclude losses incurred on account of personal
dishonesty, fraudulent breach of trust, lack of good faith or
intention to deceive or defraud, or willful failure to act
prudently. Similar coverage by separate policies may be afforded
the investment manager and its directors, officers and employees.
ITEM 26. Business and Other Connections of Investment Adviser
See Part B, "Trustees and Officers," for the activities and
affiliations of the officers and directors of the Investment
Adviser. Currently, the Investment Adviser's sole business is to
serve as Investment Adviser to the Trust.
ITEM 27. Principal Underwriters
Inapplicable.
ITEM 28. Location of Accounts and Records
All account books and records not normally held by the Custodian
and Transfer Agent are held by the Trust in the care of Richard
S. McCormick, 1325 4th Avenue, Suite 2144, Seattle, Washington
98101.
ITEM 29. Management Services
Inapplicable.
ITEM 30. Undertakings
Registrant, if requested to do so by the holders of at least 10%
of the Registrant's outstanding shares, undertakes to call a
meeting of shareholders for the purpose of voting upon the
question of removal of a trustee or trustees and further
undertakes to assist in communications with other shareholders as
required by Section 16(c) of the Investment Company Act of 1940.
SIGNATURES
Pursuant to the requirements of the Securities Act and the
Investment Company Act, the Registrant certifies that it meets
all of the requirements for effectiveness of this registration
statement under rule 485(b) under the Securities Act and has duly
caused this registration statement to be signed on its behalf by
the undersigned, duly authorized, in the City of Seattle, and
State of Washington on the 15th day of January , 1999.
THE ELITE GROUP
By: /s/Richard S. McCormick
Richard S. McCormick
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 date indicated.
/s/Richard S. McCormick Trustee/President (Chief Exec.Officer) 01/15/99
Richard S. McCormick (Title) (Date)
Trustee, Treasurer & Secretary
** (Chief Financial Officer) 01/15/99
* Trustee 01/15/99
Morgan J. O'Brien (Title) (Date)
* Trustee 01/15/99
John P. Parker (Title) (Date)
* Trustee 01/15/99
Jack R. Policar (Title) (Date)
* /s/ Richard McCormick,
Attorney-in-Fact, under Powers of Attorney dated September 18, 1990
** /s/ Richard McCormick
Attorney-in-Fact, under Powers of Attorney dated October 30, 1992
EXHIBITS
THE ELITE GROUP
FORM N-1A
INDEX OF EXHIBITS
(Numbers coincide with Item 23 of Form N-1A)
(j) Consent of Auditors
(n) Financial Data Schedule
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the references to our firm in Post-Effective Amendment No. 11
to the Registration Statement on Form N-1A of The Elite Group and to the use of
our report dated October 21, 1998 on the financial statements and financial
highlights of The Elite Income Fund and The Elite Growth & Income Fund, each a
series of shares of The Elite Group. Such financial statements and financial
highlights appear in the 1998 Annual Report to Shareholders which is
incorporated by reference in the Registration Statement and Prospectus.
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
November 13, 1998
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