<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
______________________________________________________________________________
1. Name and address of issuer:
Pasadena Investment Trust
600 North Rosemead Boulevard
Pasadena, CA 91107-2133
______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
The Pasadena Growth Fund (Class A, B and C Shares)
The Pasadena Nifty Fifty Fund (Class A, B and C Shares)
The Pasadena Balanced Return Fund (Class A, B and C Shares)
______________________________________________________________________________
3. Investment Company Act File Number: 811-4506
Securities Act File Number: 33-1922
______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
______________________________________________________________________________
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 remained unsold at the beginning
of the fiscal year:
2,003,740 shares $31,999,728
______________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
13,516,445 shares $225,724,634
______________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal
year:
6,584,760 shares $124,761,905
______________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2.
0
______________________________________________________________________________
<PAGE>
______________________________________________________________________________
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):
N/A
______________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during $ 0
the fiscal year in reliance on rule 24f-2 ___________________
(from Item 10):
(ii) Aggregate price of shares issued in connection + N/A
with dividend reinvestment plans (from Item 11, ___________________
if applicable):
(iii) Aggregate price of shares redeemed or repurchased - 152,998,178
during the fiscal year (if applicable): ___________________
(iv) Aggregate price of shares redeemed or repurchased + 0
and previously applied as a reduction to filing ___________________
fees pursuant to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued 0
during the fiscal year in reliance on rule 24f-2 ___________________
[line (i), plus line (ii), less line (iii),
plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 8(b) of the x 0
Securities Act of 1933 or other applicable law or ___________________
regulation (see instruction C.8): 0
(vii) Fee due (line (i) or line (v) multiplied by ___________________
line (vi)):
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (ii), (iii), (iv), AND (v) ONLY IF
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)* Roger Engemann
_______________________________________________
President
_______________________________________________
Date February 22, 1996
-----------------
*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
<PAGE>
February 20, 1996
Pasadena Investment Trust
600 North Rosemead Boulevard
Pasadena, California 91107-2101
Ladies and Gentlemen:
You have requested our opinion as counsel to the Pasadena Investment
Trust, a Massachusetts business trust (the "Trust"), with respect to the shares
of beneficial interest of the following three series of the Trust (the "Funds")
sold by the Trust during its fiscal year ended December 31, 1995 (the "Shares")
in connection with the notice (the "Notice") being filed by the Trust with the
Securities and Exchange Commission pursuant to Rule 24f-2 adopted under the
Investment Company Act of 1940, as amended (the "Act"): The Pasadena Growth
Fund, The Pasadena Nifty Fifty Fund and The Pasadena Balanced Return Fund.
In connection with this opinion, we have assumed the authenticity of
all records, documents and instruments submitted to us as originals, the
genuineness of all signatures, the legal capacity of natural persons and the
conformity to the originals of all records, documents and instruments submitted
to us as copies. We have based our opinion upon our review of the following
records, documents and instruments:
(a) The Trust's Amended and Restated Agreement and Declaration of
Trust dated as of July 13, 1993 (the "Declaration of Trust")
certified to us by an officer of the Trust as being true and
complete and in effect throughout the Trust's fiscal year ended
December 31, 1995 (the "Fiscal Year");
<PAGE>
Pasadena Investment Trust
February 20, 1996 Page 2
(b) The Trust's original Agreement and Declaration of Trust dated as
of May 28, 1986 and all amendments thereto prior to the
Declaration of Trust certified by an officer as being true and
complete and in effect prior to the Fiscal Year;
(c) The Bylaws of the Trust certified to us by an officer of the
Trust as being true and complete and in effect throughout the
Fiscal Year;
(d) The Funds' Prospectus and Statement of Additional Information
effective during the Fiscal Year (collectively, the
"Prospectus");
(e) Resolutions adopted by the Board of Trustees of the Trust (the
"Board") at meetings of the Board held on May 28, 1986,
January 27, 1987, December 12, 1990, April 27, 1993, January 25,
1994 and May 23, 1995; and
(f) A certificate of an officer of the Trust concerning certain
factual matters.
In rendering our opinion below, we have assumed that all of the Shares
were issued and sold at the per-share public offering price on the date of their
issuance in accordance with statements specified in the Funds' then-current
Prospectus and in accordance with Article III of the Declaration of Trust. In
rendering our opinion, we have assumed that the Funds received, in cash, an
amount equal to the per-share public offering price described in the then
current Prospectus. We have not conducted an independent examination of the
books and records of the Trust for the purpose of determining whether all of the
Shares were fully paid prior to their issuance and do not believe it to be our
obligation to do so.
Our opinion below is limited to the federal law of the United States
of America and the business trust law of the
<PAGE>
Pasadena Investment Trust
February 20, 1996 Page 3
Commonwealth of Massachusetts. We are not licensed to practice law in the
Commonwealth of Massachusetts, and we have based our opinion below solely on our
review of Chapter 182 of the General Laws of the Commonwealth of Massachusetts
and the case law interpreting such Chapter as reported in Annotated Laws of
Massachusetts (Law. Co-op. 1987 & Supp. 1995) and updated on Westlaw. We have
not undertaken a review of other Massachusetts law or court decisions or any
administrative decisions in connection with rendering this opinion. We disclaim
any opinion as to any law other than that of the United States of America and
the business trust law of the Commonwealth of Massachusetts as described above,
and we disclaim any opinion as to any statute, rule, regulation, ordinance,
order or other promulgation of any regional or local governmental authority.
We note that pursuant to certain decisions of the Supreme Judicial
Court of the Commonwealth of Massachusetts, shareholders of a Massachusetts
business trust may, in certain circumstances, be assessed or held personally
liable as partners for the obligations or liabilities of the trust. However, we
also note that Article VIII, Section 1 of the Declaration of Trust provides that
all persons extending credit to, contracting with or having any claim against
the Trust or the Funds shall look only to the assets of the Trust or the Funds
for payment thereof and that the shareholders shall not be personally liable
therefor, and further provides that every note, bond, contract, instrument,
certificate or undertaking made or issued on behalf of the Trust may include a
notice that such instrument was executed on behalf of the Trust and that the
obligations of such instruments are not binding upon any of the shareholders of
the Trust individually but are binding only on the assets and property of the
Trust.
Based upon our examination of such questions of law as we have deemed
necessary and appropriate for the purpose of this opinion and subject to the
foregoing, we are of the opinion that the Shares, as sold pursuant to the
registration under the Securities Act of 1933, as amended, pursuant to
Rule 24f-2
<PAGE>
Pasadena Investment Trust
February 20, 1996 Page 4
adopted under the Act, were legally issued, fully paid and, subject to the court
decisions described above, nonassessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit to the
Notice being filed by the Trust with the Securities and Exchange Commission.
This opinion is rendered to you in connection with that Notice and is solely for
your benefit. This opinion may not be relied upon by you for any other purpose,
or relied upon by any other person, firm or other entity for any purpose,
without our prior written consent. We disclaim any obligation to advise you of
any change of law that occurs, or any facts of which we become aware, after the
date of this opinion.
Sincerely yours,
Heller, Ehrman, White & McAuliffe
