U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
1. Name and address of issuer:
Berger Institutional Products Trust
210 University Boulevard, #900
Denver, CO 80206
2. Name of each series or class of funds for which this notice is
filed:
--Berger IPT-100 Fund
--Berger IPT-Growth and Income Fund
--Berger IPT-Small Company Growth Fund
3. Investment Company Act File Number: 811-07367
Securities Act File Number: 33-63493
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remain
unsold at the beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
93,524.683 (less 93,524.683 shares excluded because sold to
registered separate accounts) = 0 shares; $942,164.89 (less
$942,164.89 excluded because received upon sales to registered
separate accounts) = $0
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-
2:
93,524.683 (less 93,524.683 shares excluded because sold to
registered separate accounts) = 0 shares; $942,164.89 (less
$942,164.89 excluded because received upon sales to registered
separate accounts) = $0
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
None
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):
$ 0
-----------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 0
-----------
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
- 0
-----------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+ 0
-----------
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable):
0
-----------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/3300
-----------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
0
====================
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days
after the close of the issuer's fiscal year. See
Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* Kevin R. Fay
-----------------
Vice President, Secretary and Treasurer
-------------------------------------------
Date 2/21/97
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*Please print the name and title of the
signing officer below the signature.
DAVIS, GRAHAM & STUBBS LLP
A Limited Liability Partnership
Attorneys at Law
Suite 4700
370 Seventeenth Street
Denver, Colorado 80202
Telephone 303-892-9400
Facsimile 303-893-1379
February 21, 1997
Berger Institutional Products Trust
210 University Boulevard, Suite 900
Denver, Colorado 80206
Re: Public Offering of Shares of Beneficial Interest;
Ladies and Gentlemen:
We have acted as counsel for Berger Institutional Products Trust
(the "Trust") in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement (File No.
3363493) under the Securities Act of 1933 on Form N-1A, and amendments
thereto, with respect to the offer and sale of shares of beneficial
interest of the Berger IPT-100 Fund, Berger IPT-Growth and Income Fund and
Berger IPT-Small Company Growth Fund series of the Trust (the "Shares"),
including the Form 24f-2 for the fiscal year ended December 31, 1996,
registering 93,524,683 Shares pursuant to such Registration Statement, as
amended, in accordance with Rule 24f-2 under the Investment Company Act of
1940.
We have examined the Trust Instrument and Bylaws of the Trust,
as amended, the proceedings of its Trustees relating to the
authorization, issuance and proposed sale of the Shares and such other
records and documents as we have deemed relevant. Based upon such
examination, it is our opinion that upon the issuance and sale of the
93,524.683 Shares in the manner contemplated by the aforesaid
Registration Statement, as amended, such Shares were validly issued,
fully paid and nonassessable outstanding Shares of the Trust.
We hereby consent to the filing of this opinion in connection
with the aforesaid Form 24f-2 for Berger Institutional Products Trust.
Very truly yours,
DAVIS, GRAHAM & STUBBS LLP
