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Rule 24f-2 Notice For
Mitchell Hutchins/Kidder, Peabody Investment Trust
(1933 Act File No. 33-39659)
1. The fiscal year for which the notice is filed:
September 1, 1994 to August 31, 1995
2. The number or amount of securities of the same class or series, if any,
which had been registered under the Securities Act of 1933 other than
pursuant to this section but which remained unsold at the beginning of
such fiscal period:
None
3. The number or amount of securities, if any, registered during such
fiscal period other than pursuant to this section:
None
4. The number or amount of securities sold during such fiscal period:
$503,661,235 representing 31,838,442 shares of beneficial interest
($0.001 par value)
5. The number or amount of securities sold during such fiscal period in
reliance upon registration pursuant to this section:
$503,661,235 representing 31,838,442 shares of beneficial interest
($0.001 par value)
6. The calculation of filing fee:
(a) The total amount of registered shares
of beneficial interest ($0.001 par value)
sold including sales load: $503,661,235
(b) Less the total amount of registered
shares of beneficial interest ($0.001
par value) redeemed or repurchased: (347,565,674)
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(c) Difference (i.e., (a) less (b)): $156,095,561
(d) Filing fee pursuant to section 6(b) of
1933 Act (Line (c) Amount/2,900): $53,826
/s/ C. William Maher
C. William Maher
Assistant Treasurer
Date: October 30, 1995
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[LETTERHEAD OF BINGHAM, DANA & GOULD]
October 30, 1995
Mitchell Hutchins/Kidder, Peabody Investment Trust
1285 Avenue of the Americas
New York, NY 10019
Re: Rule 24f-2 Notice
Dear Sirs:
We have acted as special Massachusetts counsel to Mitchell
Hutchins/Kidder, Peabody Investment Trust, a Massachusetts business trust (the
"Trust"), in connection with the Trust's registration, pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, of an indefinite number
of Shares of Beneficial Interest ($.001 par value per share)(the "Shares")
under the Securities Act of 1933, as amended (the "1933 Act"). We understand
that, pursuant to such Rule 24f-2, the Trust proposes to file a notice (the
"Notice") with the Securities and Exchange Commission (the "Commission") with
respect to the fiscal year ended August 31, 1995, in order to make definite in
number the registration of $31,838,442 Shares. This opinion is being
furnished with a view to your filing the same with the Commission in
conjunction with the filing of the Notice.
In connection with this opinion, we have examined the following described
documents:
(a) a certificate of the Secretary of State of the Commonwealth of
Massachusetts dated October 18, 1995 as to the existence of the Trust;
(b) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all amendments
thereto on file in the office of the Secretary of State;
(c) a certificate executed by C. William Maher, Assistant Treasurer of
the Trust, as to the issuance of the Shares in accordance with the Trust's
Declaration of Trust and By-Laws and
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as to the receipt by the Trust of the net asset value of the Shares covered by
the Notice; and
(d) a certificate executed by Dianne E. O'Donnell, the Secretary of the
Trust, certifying as to, and attaching copies of, the Trust's By-Laws and
certain votes of the Trustees of the Trust authorizing the issuance of the
Shares covered by the Notice.
In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed
by us in original or copy form and the legal competence of each individual
executing any document.
This opinion is based entirely on our review of the documents listed
above. We have made no other review or investigation of any kind whatsoever,
and we have assumed, without independent inquiry, the accuracy of the
information set forth in such documents.
This opinion is limited solely to the internal substantive laws of the
Commonwealth of Massachusetts as applied by courts in such Commonwealth (other
than Massachusetts securities laws, with respect to which we express no
opinion).
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that is it our
opinion that the 31,838,442 Shares covered by the Notice were legally issued
and (to the extent still outstanding) are fully paid and nonassesable, except
that, shareholders of the Trust may under certain circumstances be held
personally liable for its obligations.
Very truly yours,
/s/ Bingham, Dana & Gould
BINGHAM, DANA & GOULD
