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As filed with the Securities and Exchange Commission on November 30, 1998
Registration No. 811-7384
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT
Under
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT No. 14
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NICHOLAS-APPLEGATE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
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600 West Broadway, 30th Floor
San Diego, California 92101
(Address, including zip code, of Principal Executive Offices)
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Arthur E. Nicholas
c/o Nicholas-Applegate Capital Management
600 West Broadway, 30th Floor
San Diego, California 92101
(name and address of agent for service)
Copies to:
Robert E. Carlson
Paul, Hastings, Janofsky & Walker LLP
555 South Flower Street
Los Angeles, California 90071
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EXPLANATORY NOTE
This Registration Statement has been filed by the Registrant pursuant to Section
8(b) of the Investment Company Act of 1940. However, Interests in the
Registrant are not being registered under the Securities Act of 1933, as amended
(the "Securities Act"), because such Interests will be issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the Securities Act. Investments in the Registrant
may only be made by investment companies, registered broker-dealers, insurance
company separate accounts, common or commingled trust funds, group trusts or
similar organizations or entities that are "accredited investors" within the
meaning of Regulation D under the Securities Act. This Registration Statement
does not constitute an offer to sell, or the solicitation of an offer to buy any
interests of the Registrant.
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NICHOLAS-APPLEGATE-Registered Trademark- INVESTMENT TRUST
<TABLE>
<S><C>
Nicholas-Applegate Mid Cap Growth Fund (Formerly Nicholas-Applegate Core Growth Fund)
Nicholas-Applegate Small Cap Growth Fund (Formerly Nicholas-Applegate Emerging Growth Fund)
Nicholas-Applegate Mini-Cap Growth Fund
Nicholas-Applegate Emerging Countries Fund
Nicholas-Applegate Convertible Fund (Formerly Nicholas-Applegate Income & Growth Fund)
Nicholas-Applegate Balanced Growth Fund
Nicholas-Applegate Worldwide Growth Fund
Nicholas-Applegate International Small Cap Growth Fund
Nicholas-Applegate Global Growth & Income Fund
Nicholas-Applegate Strategic Income Fund
Nicholas-Applegate Short Intermediate Fixed Income Fund
Nicholas-Applegate Government Income Fund
Nicholas-Applegate Fully Discretionary Fund
Nicholas-Applegate Value Fund
Nicholas-Applegate High Yield Bond Fund
Nicholas-Applegate Money Market Fund
Nicholas-Applegate International Core Growth Fund
Nicholas-Applegate Large Cap Growth Fund
</TABLE>
PART A
EXPLANATORY NOTE
The Trust does not have a current prospectus because it ceased its offering of
shares on July 24, 1998.
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NICHOLAS-APPLEGATE INVESTMENT TRUST
PART B
EXPLANATORY NOTE
The Trust does not have a current statement of additional information because it
ceased its offering of shares on July 24, 1998.
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NICHOLAS-APPLEGATE INVESTMENT TRUST
PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not Applicable.
(b) Exhibits.
1.1 Certificate of Trust of Registrant - filed as Exhibit 1.1
to Amendment No. 1 to the Registrant's Form N-1A
Registration Statement ("Amendment No. 1") on
March 17, 1993 and incorporated herein by reference.
1.2 Certificate of Amendment of Certificate of Trust of
Registrant - filed as Exhibit 1.2 to Amendment No. 1 on
March 17, 1993 and incorporated herein by reference.
1.3 Declaration of Trust of Registrant - filed as Exhibit 1
to Registrant's Form N1-A Registration Statement on
December 31, 1992 and incorporated herein by reference.
1.4 Amended and Restated Declaration of Trust of Registrant -
filed as Exhibit 1.4 to Amendment No. 1 on March 17, 1993
and incorporated herein by reference.
1.5 Certificate of Trustees dated August 6, 1993 establishing
Emerging Growth Fund - filed as Exhibit 1.5 to Amendment
No. 4 to Registrant's Form N-1A Registration Statement
("Amendment No. 4") on September 1, 1993 and incorporated
herein by reference.
1.6 Certificate of Trustees establishing International Growth
Fund - filed as Exhibit 1.6 to Amendment No. 6 to
Registrant's Form N-1A Registration Statement ("Amendment
No. 6") on August 1, 1994 and incorporated herein by
reference.
1.7 Certificate of Trustees establishing Emerging Countries
Fund, Global Growth & Income Fund and Mini Cap
Fund--filed as Exhibit 1.7 to Amendment No. 7 to
Registrant's Form N-1A Registration Statement ("Amendment
No. 7") on December 5, 1994 and incorporated herein by
reference.
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1.8 Certificate of Trustees establishing Short-Intermediate
and Fully Discretionary Funds - filed as Exhibit 1.8 to
Amendment No. 9 to Registrant's Form N-1A Registration
Statement ("Amendment No. 9") on July 31, 1995 and
incorporated herein by reference.
1.9 Certificate of Trustees establishing Value Fund - filed
as Exhibit 1.9 to Amendment 10 to Registrant's Form N-1A
Registration Statement ("Amendment No. 10") on
May 2, 1996 and incorporated herein by reference.
1.10 Certificate of Trustees establishing High Yield Bond and
Strategic Income Funds - filed as Exhibit 1.10 to
Amendment No. 11 to Registrant's Form N-1A Registration
Statement ('Amendment No. 11) on August 2, 1996 and
incorporated herein by reference.
1.11 Certificate of Trustees establishing Large Cap Growth and
International Core Growth Funds - filed as Exhibit 1.11
to Amendment No. 12 to Registrant's Form N-1A
Registration Statement ("Amendment No. 12") on
December 27, 1996 and incorporated herein by reference.
2 Amended Bylaws of Registrant - filed as Exhibit 2 to
Amendment No. 2 on April 6, 1993 and incorporated herein
by reference.
3 Not applicable.
4 Not applicable.
5.1 Investment Advisory Agreement between Registrant and
Nicholas-Applegate Capital Management dated
April 19, 1993 - filed as Exhibit 5.1 to Amendment No. 6
on August 1, 1994 and incorporated herein by reference.
5.2 Letter Agreement between Registrant and Nicholas-
Applegate Capital Management dated February 11, 1994,
correcting Government Income Fund fees - filed as Exhibit
5.2 to Amendment No. 6 on August 1, 1994 and incorporated
herein by reference.
5.3 Letter agreement between Registrant and Nicholas-
Applegate Capital Management dated May 17, 1993 adding
Emerging Growth Fund to the Investment Advisory Agreement
- filed as Exhibit 5.3 to Amendment No. 6 on
August 1, 1994 and incorporated herein by reference.
5.4 Letter agreement between Registrant and Nicholas-
Applegate Capital Management dated December 15, 1993
adding International Growth Fund to the Investment
Advisory Agreement - filed as Exhibit 5.4 to Amendment
No. 6 on August 1, 1994 and incorporated herein by
reference.
5.5 Letter agreement between Registrant and Nicholas-
Applegate Capital Management adding Emerging Countries,
Global Growth and Income and Mini Cap Funds to the
Investment Advisory Agreement - filed as Exhibit 5.5 to
Amendment No. 9 on July 31, 1995 and incorporated herein
by reference.
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5.6 Letter agreement between Registrant and Nicholas-
Applegate Capital Management adding Short-Intermediate
and Fully Discretionary Funds to the Investment Advisory
Agreement - filed as Exhibit 5.6 to Amendment No. 9 on
July 31, 1995 and incorporated herein by reference.
5.7 Letter agreement between Registrant and Nicholas-
Applegate Capital Management amending fees paid with
respect to Government Income Fund under Investment
Advisory Agreement - filed as Exhibit 5.7 to Amendment
No. 9 on July 31, 1995 and incorporated herein by
reference.
5.8 Letter agreement between Registrant and Nicholas-
Applegate Capital Management adding Value Fund to
Investment Advisory Agreement - filed as Exhibit 5.8 to
Amendment No. 10 on May 2, 1996 and incorporated herein
by reference.
5.9 Letter agreement between Registrant and Nicholas-
Applegate Capital Management adding High Yield Bond and
Strategic Income Funds to Investment Advisory Agreement -
filed as Exhibit 5.9 to Amendment No. 11 on
August 2, 1996 and incorporated herein by reference.
5.10 Letter agreement between Registrant and Nicholas-
Applegate Capital Management adding Large Cap Growth and
International Core Growth Funds to Investment Advisory
Agreement - filed as Exhibit 5.10 to Amendment No. 12 on
December 27, 1996 and incorporated herein by reference.
6 Not applicable.
7 None.
8.1 Custodian Services Agreement between Registrant and PNC
Bank dated April 1, 1993 - filed as Exhibit 8.1 to
Amendment No. 6 on August 1, 1994 and incorporated herein
by reference.
8.2 Letter agreement between Registrant and PNC Bank dated
August 20, 1993 adding Emerging Growth Fund to Custodian
Services Agreement - filed as Exhibit 8.2 to Amendment
No. 5 to Registration Statement on December 20, 1993 and
incorporated herein by reference.
8.3 Letter agreement between Registrant and PNC Bank adding
International Small Cap Growth Fund to Custodian Services
Agreement - filed as Exhibit 8.3 to Amendment No. 6 on
August 1, 1994 and incorporated herein by reference.
8.4 Letter agreement between Registrant and PNC Bank adding
Emerging Countries, Global Growth & Income and Mini Cap
Fund to Custodian Services Agreement - filed as Exhibit
8.4 to Amendment No. 9 on July 31, 1995 and incorporated
herein by refer herein.
8.5 Letter agreement between Registrant and PNC Bank adding
Short Intermediate and Fully Discretionary Funds to
Custodian Services Agreement - filed as Exhibit 8.5 to
Amendment No. 11 on August 2, 1996 and incorporated
herein by reference.
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8.6 Letter agreement between Registrant and PNC Bank adding
Value Fund to Custodian Services Agreement - filed as
Exhibit 8.6 to Amendment No. 11 on August 2, 1996 and
incorporated herein by reference.
8.7 Letter agreement between Registrant and PNC Bank adding
High Yield Bond and Strategic Income Funds to Custodian
Services Agreement - filed as Exhibit 8.7 to Amendment
No. 11 on August 2, 1996 and incorporated herein by
reference.
8.8 Letter agreement between Registrant and PNC Bank adding
Large Cap Growth and International Core Growth Funds to
Custodian Services Agreement -filed as Exhibit 8.8 to
Amendment No. 13 on August 7, 1997 and incorporated
herein by reference.
8.9 Sub-Custodian Agreement among Registrant, PNC Bank and
Chase Manhattan Bank, N.A. dated April 1, 1993 - filed as
Exhibit 8.5 to Amendment No. 6 on August 1, 1993 and
incorporated herein by reference.
8.10 Letter agreement among Registrant, PNC Bank and Chase
Manhattan Bank, N.A. dated August 20, 1993 adding
Emerging Growth Fund to Sub-Custodian Agreement - filed
as Exhibit 8.6 to Amendment No. 6 on August 1, 1994 and
incorporated herein by reference.
8.11 Letter agreement among Registrant, PNC Bank and Chase
Manhattan Bank, N.A., adding International Growth Fund to
Sub-Custodian Agreement - filed as Exhibit 8.8 to
Amendment No.9 on July 31, 1995 and incorporated herein
by reference.
8.12 Letter agreement among Registrant, PNC Bank and Chase
Manhattan Bank, N.A., adding Emerging Countries, Global
Growth & Income and Mini Cap Funds to Sub-Custodian
Agreement - filed as Exhibit 8.9 to Amendment No. 9 on
July 31, 1995 and incorporated herein by reference.
8.13 Letter agreement among Registrant, PNC Bank and Chase
Manhattan Bank, adding Short-Intermediate and Fully
Discretionary Funds to Sub-Custodian Agreement - filed
as Exhibit 8.12 to Amendment No. 11 on August 2, 1996
and incorporated herein by reference.
8.14 Letter agreement among Registrant, PNC Bank, and Chase
Manhattan Bank, adding Value Fund to Sub-Custodian
Agreement - filed as Exhibit 8.13 to Amendment No. 11 on
August 2, 1996 and incorporated herein by reference.
8.15 Form of letter agreement among Registrant, PNC Bank and
Chase Manhattan Bank, adding High Yield Bond and
Strategic Income Funds to Sub-Custodian Agreement -
filed as Exhibit 8.14 to Amendment No. 11 on August 2,
1996 and incorporated herein by reference.
8.16 Form of letter agreement among Registrant, PNC Bank and
Chase Manhattan Bank, adding Large Cap Growth and
International Core Growth Funds to Sub-Custodian
Agreement filed as Exhibit 8.16 to Amendment No. 12 on
December 27, 1996 and incorporated herein by reference.
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9.1 Administration Agreement between Registrant and
Investment Company Administration Corporation dated
April 1, 1993 - filed as Exhibit 9.1 to Amendment No. 6
on August 1, 1994 and incorporated herein by reference.
9.2 Accounting Services Agreement between Registrant and
PFPC Inc. dated April 1, 1993 - filed as Exhibit 9.2 to
Amendment No. 6 on August 1, 1994 and incorporated
herein by reference.
9.3 Letter Agreement between Registrant and PFPC, Inc. dated
July 28, 1993 adding Emerging Growth Fund to Accounting
Services Agreement - filed as Exhibit 9.3 to Amendment
No. 6 on August 1, 1994 and incorporated herein by
reference.
9.4 Letter Agreement between Registrant and PFPC, Inc. dated
December 15, 1993 adding International Growth Fund to
Accounting Services Agreement - filed as Exhibit 9.4 to
Amendment No. 6 on August 1, 1994 and incorporated
herein by reference.
9.5 Letter Agreement between Registrant and PFPC, Inc.
adding Emerging Countries Fund, Global Growth Fund and
Mini-Cap Fund to Accounting Services Agreement - filed
as Exhibit 9.5 to Amendment No. 9 on July 31, 1995 and
incorporated herein by reference.
9.6 Letter Agreement between Registrant and PFPC, Inc.
adding Short-Intermediate and Fully Discretionary Funds
to Accounting Services Agreement - filed as Exhibit 9.6
to Amendment No. 11 on August 2, 1996 and incorporated
herein by reference.
9.7 Letter Agreement between Registrant and PFPC, adding
Value Fund to Accounting Services Agreement - filed as
Exhibit 9.7 to Amendment No. 11 on August 2, 1996 and
incorporated herein by reference.
9.8 Form of letter agreement between Registrant and PFPC
Inc. Adding High Yield Bond and Strategic Income Funds
to Accounting Services Agreement - filed as Exhibit 9.8
to Amendment No. 11 on August 2, 1996 and incorporated
herein by reference.
9.9 Form of letter agreement between Registrant and PFPC
Inc. adding Large Cap Growth and International Core
Growth Funds to Accounting Services Agreement - filed as
Exhibit 9.9 to Amendment No. 12 on December 27, 1996 and
incorporated herein by reference.
9.10 License Agreement between Registrant and Nicholas-
Applegate Capital Management dated December 17,
1992 - filed as Exhibit 9.6 to Amendment No. 6 on
August 1, 1994 and incorporated herein by
reference.
10 None
11 None
12 None
13 None
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14 None
15 None
16 None
17 None
18 None
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
None.
ITEM 27. INDEMNIFICATION
Article V of Registrant's Declaration of Trust, included as Exhibit 2
hereto and incorporated herein by reference, provides for the indemnification of
Registrant's trustees, officers, employees and agents.
Indemnification of the Registrant's Investment Adviser and Placement Agent
is provided for, respectively, in Section 8 of the Investment Advisory
Agreement, included as Exhibit 5.1 hereto and incorporated herein by reference,
and Section 5 of the Placement Agent Agreement, included as Exhibit 6 hereto and
incorporated herein by reference.
Registrant has obtained from a major insurance carrier a trustees' and
officers' liability policy covering certain types of errors and omissions. In
no event will Registrant indemnify any of its trustees, officers, employees or
agents against any liability to which such person would otherwise be subject by
reason of his willful misfeasance, bad faith or gross negligence in the
performance of his duties or by reason of his reckless disregard of the duties
involved in the conduct of his office or under his agreement with Registrant.
Registrant will comply with Rule 484 under the Securities Act of 1933 and
Release 11330 under the Investment Company Act in connection with any
indemnification.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Nicholas-Applegate Capital Management, the Investment Adviser to the Trust,
is a California limited partnership, the general partner of which is
Nicholas-Applegate Capital Management Holdings, L.P. During the three fiscal
years ended December 31, 1997, the Investment Adviser has engaged principally in
the business of providing investment services to institutional and other
clients. All of the additional information required by this Item 28 with
respect to the Investment Adviser is set forth in the Form ADV, as amended, of
Nicholas-Applegate Capital Management (File No. 801-21442), which is
incorporated herein by reference.
ITEM 29. PRINCIPAL UNDERWRITERS
Nicholas-Applegate Securities acts as the exclusive Placement Agent of
Interests of the Trust. The Placement Agent receives no additional compensation
for serving as Placement Agent. The Placement Agent is a California limited
partnership and its general partner is Nicholas-Applegate Capital Holdings,
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L.P., a California limited partnership (the "General Partner"). Information is
furnished below with respect to the officers, partners and directors of the
Placement Agent (or its General Partner). The principal business address of
such persons is 600 West Broadway, 30th Floor, San Diego, California 92101,
except as otherwise indicated below.
Name and Principal Positions and Offices with Positions in Offices
Business Address Principal Underwriter with Registrant
- ---------------- --------------------- ---------------
Arthur E. Nicholas Chairman President
Arthur E. Nicholas President President
Peter J. Johnson Vice President Vice President
E. Blake Moore, Jr. General Counsel Secretary and
and Secretary Treasurer
Todd Spillane Director of Compliance None
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act and the rules promulgated thereunder
will be maintained either at the offices of the Registrant (600 West Broadway,
30th Floor, San Diego, California 92101); the Investment Adviser,
Nicholas-Applegate Capital Management (600 West Broadway, 30th Floor, San Diego,
California 92101); the Administrator, Investment Company Administration
Corporation (4455 East Camelback Road, Suite 261-E, Phoenix, Arizona 85018); or
the Custodian, PNC Bank (Airport Business Center, International Court 2, 200
Stevens Drive, Lester, Pennsylvania 19113).
ITEM 31. MANAGEMENT SERVICES.
None.
ITEM 32. UNDERTAKINGS.
Registrant hereby undertakes that if it is requested by the holders of at
least 10% of its outstanding Interests to call a meeting of shareholders for the
purpose of voting upon the question of removal of a Trustee, it will do so and
will assist in communications with other shareholders as required by Section
16 (c) of the Investment Company Act.
Registrant hereby undertakes to furnish each person to whom this
Registration Statement is delivered with a copy of Registrant's latest annual
report to Investors, upon request and without charge.
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SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, 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 San Diego, State of California, on the 30th day of November, 1998.
NICHOLAS-APPLEGATE INVESTMENT TRUST
By /s/ E. BLAKE MOORE, JR.
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E. Blake Moore, Jr. Secretary
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EXHIBIT INDEX
NICHOLAS-APPLEGATE INVESTMENT TRUST
AMENDMENT NO. 14 TO
FORM N-1A REGISTRATION STATEMENT
File No. 811-7384
Not Applicable
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