<PAGE>
As filed with the Securities and Exchange Commission on December 6, 1995
Securities Act File No. 33-46973
Investment Company Act File No. 811-6625
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M N-1A
Registration Statement Under the Securities Act of 1933 [X]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. 20 [X]
and
Registration Statement Under the Investment Company Act of 1940
Amendment No. 23 [X]
-------------------------------------
PAYDEN & RYGEL INVESTMENT GROUP
(formerly P & R Investment Trust)
(Exact Name of Registrant as Specified in Charter)
333 South Grand Avenue, 32nd Floor
Los Angeles, California 90071
(Address of Principal Executive Offices)
(213) 625-1900
(Registrant's Telephone Number, Including Area Code)
JOAN A. PAYDEN
333 South Grand Avenue, 32nd Floor
Los Angeles, California 90071
(213) 625-1900
(Name and Address of Agent for Service)
Copy to: Michael Glazer
Paul, Hastings, Janofsky & Walker
555 S. Flower St., Los Angeles, California 90071
--------------------
Approximate Date of Proposed Public Offering:
As soon as practicable following effective date.
--------------------
It is proposed that this filing will become effective:
/X/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
----------
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (b)
----------
/ / 75 days after filing pursuant to paragraph (a)(ii)
/ / 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.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered under the Securities Act of 1933 an indefinite number of shares of
beneficial interest. Registrant filed a Notice under such Rule for its fiscal
year ended October 31, 1995 on November 14, 1995.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Amount of Maximum Proposed
Securities Shares Offering Maximum Amount of
Being Being Price Per Aggregate Registration
Registered Registered Share Offering Price Fee
- ---------- ---------- --------- -------------- ------------
<S> <C> <C> <C> <C>
Shares of 5,800,000 $ 10.00 $58,000,000* $20,000.00
Capital
Stock, Par
Value $.10
per share
</TABLE>
Pursuant to Rule 457(d) under the Securities Act of 1933, the fee for the shares
to be registered by this filing has been computed on the basis of the maximum
public offering price in effect on November 16, 1995.
- --------------------------
* Calculation of the proposed maximum aggregate offering price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During its
fiscal year ended October 31, 1994, Registrant redeemed or repurchased
13,335,801.23 shares, all of which shares were previously used for a reduction
pursuant to paragraph (c) of Rule 24f-2 under the Investment Company Act of 1940
with respect to such fiscal year. None of such redeemed shares are being used
for a reduction during its current fiscal year pursuant to Rule 24e-2.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on the 30th
day of November, 1995. The undersigned hereby certifies that this Amendment
meets all the requirements for effectiveness pursuant to paragraph (b) of Rule
485 under the Securities Act of 1933.
PAYDEN & RYGEL INVESTMENT GROUP
By /s/ Joan A. Payden
------------------------------------
Joan A. Payden
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Trustee and November 30, 1995
Principal
/s/Joan A. Payden Executive Officer
-------------------------------
Joan A. Payden
J. Clayburn La Force* Trustee November 30, 1995
-------------------------------
J. Clayburn La Force
Dennis C. Poulsen* Trustee November 30, 1995
-------------------------------
Dennis C. Poulsen
Thomas McKernan, Jr.* Trustee November 30, 1995
-------------------------------
Thomas McKernan, Jr.
Stender E. Sweeney* Trustee November 30, 1995
-------------------------------
Stender E. Sweeney
W.D. Hilton, Jr.* Trustee November 30, 1995
-------------------------------
W.D. Hilton, Jr.
/s/Lynda L. Faber Trustee November 30, 1995
-------------------------------
Lynda L. Faber
/s/John Paul Issacson Trustee November 30, 1995
-------------------------------
John Paul Issacson
/s/Christopher N. Orndorff Trustee November 30, 1995
-------------------------------
Christopher N. Orndorff
/s/Lynn M. Bowker Principal November 30, 1995
------------------------------- Financial and
Lynn M. Bowker Accounting Officer
/s/Joan A. Payden
-----------------------------
* By: Joan A. Payden
Attorney-In-Fact
