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As filed with the Securities and Exchange Commission on October 22, 1996
1933 Act Registration No. 33-19338
1940 Act Registration No. 811-05426
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (_X_)
Post-Effective Amendment No. 45
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 (___)
Amendment No. __
G.T. INVESTMENT FUNDS, INC.
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(Exact Name of Registrant as Specified in its Charter)
50 California Street, 27th Floor, San Francisco, CA 94111
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(Address of Principal Executive Office)
Registrant s Telephone Number, including Area Code: 415-392-6181
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Matthew M. O'Toole, Esq.
LGT Asset Management, Inc.
50 California Street, 27th Floor
San Francisco, CA 94111
(Name and Address of Agent for Service)
Copies to:
R. Darrell Mounts, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
It is proposed that this filing become effective on:
(_X_) Immediately upon filing pursuant to Rule 485(b)
(___) On ___________ pursuant to Rule 485(b)
(___) 60 days after filing pursuant to Rule 485(a)(i)
(___) On ___________ pursuant to Rule 485(a)(i)
(___) 75 days after filing pursuant to Rule 485(a)(ii)
(___) On ___________ pursuant to Rule 485(a)(ii)
If appropriate, check the following box:
(___) This post-effective amendment designates a new effective
date for a previously filed post-effective amendment
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Pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended, Registrant has previously elected to register an indefinite
number of its shares of common stock. A Rule 24f-2 Notice for
Registrant's fiscal year ended October 31, 1995 was filed on or about
December 27, 1995.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities Being Registered Amount of Proposed Proposed Amount of
Shares Being Maximum Maximum Registration
Registered Offering Aggregate Fee
Price Per Offering
Unit Price
<S> <C> <C> <C> <C>
GT Global Strategic Income Fund 10,809,439 $11.91 330,002 $100.00
GT Global Government Income Fund 18,018,453
GT Global Health Care Fund 1,576,719
GT Global Growth & Income Fund 7,959,645
GT Global Latin America Growth Fund 335,202
GT Global Telecommunications Fund 8,331,023
GT Global Emerging Markets Fund 2,917,091
GT Global High Income Fund 1,249,142
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The fee for the above shares to be registered has been computed on the
basis of the price in effect on October 14, 1996 for the GT Global
Strategic Income Fund.
* Calculation of the proposed maximum offering price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940, as
amended (the "1940 Act"). During the Registrant's fiscal year ended
October 31, 1995, the Registrant redeemed or repurchased shares of capital
stock in the aggregate amount of 479,142,701 ($6,871,651,813). During its
current fiscal year the Registrant used 427,973,695 shares
($6,333,647,091) of this amount for a reduction pursuant to paragraph (c)
of Rule 24f-2 under the 1940 Act. The Registrant is filing this post-
effective amendment to use the remaining 51,169,006 shares of the total
redemptions and repurchases during its fiscal year ended October 31, 1995
to reduce the fee that would otherwise be required for the shares
registered hereby. During the current fiscal year the Registrant has
filed no other post-effective amendments for the purpose of the reduction
pursuant to paragraph (a) of Rule 24e-2 under the 1940 Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, as amended, the Registrant hereby
certifies that it meets all of the requirements for effectiveness of this
Amendment pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Post-Effective Amendment to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of San Francisco,
and the State of California, on the 17th day of October, 1996.
G.T. INVESTMENT FUNDS, INC.
/s/ David A. Minella
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By: David A. Minella*
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement of G.T. Investment
Funds, Inc. has been signed below by the following persons in the
capacities indicated on October 17, 1996.
David A. Minella* President, Director and
Chairman of the Board
(Principal Executive Officer)
/s/ JAMES R. TUFTS Vice President, Treasurer
--------------------------------- and Principal Financial Officer
James R. Tufts
/s/ KENNETH W. CHANCEY Vice President and Principal
--------------------------------- Accounting Officer
Kenneth W. Chancey
C. Derek Anderson* Director
Arthur C. Patterson* Director
Frank S. Bayley* Director
Ruth H. Quigley* Director
*By: /s/ DAVID J. THELANDER
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David J. Thelander
Attorney-in-Fact, pursuant to
Power of Attorney previously filed
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
Telephone (202) 778-9000
Facsimile (202) 778-9100
October 18, 1996
EDGAR FILING
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G.T. Investment Funds, Inc.
LGT Asset Management, Inc.
50 California Street, 27th Floor
San Francisco, California 94111
Dear Sir or Madam:
G.T. Investment Funds, Inc. (the "Registrant") was incorporated in
Maryland on October 29, 1987. We understand that the Registrant is about to
file Post-Effective Amendment No. 45 to the Registration Statement on Form N-1A
for the purpose of registering additional shares of capital stock for the
following series: GT Global Strategic Income Fund, GT Global Government Income
Fund, GT Global Health Care Fund, GT Global Growth & Income Fund, GT Global
Latin America Growth Fund, GT Global Telecommunications Fund, GT Global Emerging
Markets Fund and GT Global High Income Fund (collectively, the "Funds"), under
the Securities Act of 1933, as amended ("1933 Act"), pursuant to Section
24(e)(1) of the Investment Company Act of 1940, as amended ("1940 Act").
We have, as counsel, participated in various business and other
proceedings relating to the Registrant. We have examined copies, either
certified or otherwise proved to be genuine, of the Registrant's Articles of
Incorporation and By-Laws, as now in effect, the minutes of meetings of its
Board of Directors and other documents relating to its organization and
operation, and we are generally familiar with its corporate affairs. Based upon
the foregoing, it is our opinion that the shares of capital stock of the Funds
currently being registered pursuant to Section 24(e)(1) as reflected in Post-
Effective Amendment No. 45, when sold in accordance with the Registrant's
Articles of Incorporation and By-Laws, will be legally issued, fully paid and
non-assessable, subject to compliance with the 1933 Act, the 1940 Act and
applicable state laws regulating the offer and sale of securities.
We hereby consent to this opinion accompanying Post-Effective Amendment
No. 45 which you are about to file with the Securities and Exchange Commission.
We also consent to the reference to our firm under the caption "Other
Information-Counsel" in the prospectuses of the Funds, filed as part of the
Registrant's Registration Statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Arthur J. Brown
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Arthur J. Brown
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