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As filed with the Securities and Exchange Commission on April 12, 1996
Securities Act Registration No. 33-53368
Investment Company Registration No. 811-07290
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 5 X
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 7
(Check appropriate box or boxes) X
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BEAR STEARNS INVESTMENT TRUST
(A MASSACHUSETTS BUSINESS TRUST)
(Exact Name of Registrant as Specified in Charter)
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(Address of principal executive offices)
(212) 272-2000
Registrant's telephone number, including area code
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ELLEN T. ARTHUR, ESQ.
BEAR STEARNS FUNDS MANAGEMENT INC.
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(Name and Address of Agent for service)
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Copy to:
Beth R. Kramer, Esq.
Mayer, Brown & Platt
1675 Broadway
New York, N.Y. 10019-5820
It is proposed that this filing will become effective: (check appropriate box).
x immediately upon filing pursuant to paragraph (b)
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on (date) pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a) (i)
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on (date) pursuant to paragraph (a)(i)
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75 days after filing pursuant to paragraph (a)(ii)
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on (date) pursuant to paragraph (a)(ii) of Rule 485.
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If appropriate, check the following box:
this post-effective amendment designates a new effective date for
----- a previously filed post-effective amendment.
DECLARATION PURSUANT TO RULE 24f-2
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended, the
Registrant has registered an indefinite number or amount of securities under the
Securities Act of 1933, as amended. Registrant's Rule 24f-2 Notice for the
fiscal year ending March 31, 1996 will be filed on or about May 30, 1996.
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BEAR STEARNS INVESTMENT TRUST
Cross Reference Sheet
Pursuant to Rule 495(a)
PART A LOCATION IN PROSPECTUS
ITEM 1. Cover Page . . . . . . . . . . . . . . . Cover Page
ITEM 2. Synopsis . . . . . . . . . . . . . . . . Summary; Fee Table
ITEM 3. Condensed Financial Information. . . . . Financial Highlights
ITEM 4. General Description of Registrant. . . . Cover Page; General;
Investment Objective;
Investment Policies; Risk
Factors and Special
Considerations
ITEM 5. Management of the Fund . . . . . . . . . Fee Table; Management of the
Portfolio
ITEM 5A. Management's Discussion of
Fund Performance . . . . . . . . . . . . Not Applicable
ITEM 6. Capital Stock and Other Securities . . . Dividends, Distributions and
Taxes; General Information
ITEM 7. Purchase of Securities Being Offered . . Cover Page; Fee Table;
Management of the Portfolio;
How to Buy Shares
ITEM 8. Redemption or Repurchase . . . . . . . . How to Redeem Shares
ITEM 9. Pending Legal Proceedings. . . . . . . . Not Applicable
PART B LOCATION IN STATEMENT OF
ADDITIONAL INFORMATION
ITEM 10. Cover Page . . . . . . . . . . . . . . . Cover Page
ITEM 11. Table of Contents. . . . . . . . . . . . Table of Contents
ITEM 12. General Information and History . . . . Not Applicable
ITEM 13. Investment Objective and Policies. . . . Investment Objective and
Policies; Risk Factors and
Special Considerations;
Investment Limitations;
Portfolio Transactions
ITEM 14. Management of the Fund . . . . . . . . . Management of the Portfolio
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ITEM 15. Control Persons and Principal Holders
of Securities. . . . . . . . . . . . . . Management of the Portfolio
ITEM 16. Investment Advisory and other Services . Management of the Portfolio;
Distribution Plan
ITEM 17. Brokerage Allocation and Other
Practices. . . . . . . . . . . . . . . . Portfolio Transactions
ITEM 18. Capital Stock and Other Securities . . . Shares of the Portfolio
ITEM 19. Purchase, Redemption and Pricing of
Securities Being Offered . . . . . . . . Shares of the Portfolio;
Purchase and Redemption
Information; Net Asset Value
ITEM 20. Tax Status . . . . . . . . . . . . . . . Taxation
ITEM 21. Underwriters . . . . . . . . . . . . . . Distribution Plan
ITEM 22. Calculation of Performance Data. . . . . Performance and Yield
Information
ITEM 23. Financial Statements . . . . . . . . . . Financial Statements
PART C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Post-Effective Amendment No. 5
to the Registration Statement on Form N-1A.
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<PAGE>
PART C.
OTHER INFORMATION
BEAR STEARNS INVESTMENT TRUST
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS:
The Financial Statements included in Part A of this Registration
Statement(e):
-Financial Highlights (Per Share Data and Ratios/Supplemental Data)
The Financial Statements included in Part B of this Registration
Statement(e):
-Portfolio of Investments
-Statement of Assets and Liabilities
-Statement of Operations
-Statement of Changes in Net Assets
-Notes to the Financial Statements
(b) EXHIBITS:
Exhibit
Number Description
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1. Agreement and Declaration of Trust of Registrant(a)
2. By-Laws of Registrant(a)
3. None
4. None
5. Form of Investment Management Agreement between Bear Stearns
Investment Trust (on behalf of Emerging Markets Debt Portfolio
(the "Portfolio")) and Bear Stearns Funds Management Inc.(d)
6. Form of Distribution Agreement between Registrant and Bear,
Stearns & Co. Inc.(a)
7. None
8.1.(a) Form of Custodian Agreement between the Portfolio and Brown
Brothers Harriman & Co.(b)
8.1.(b) Form of Transfer Agency Services Agreement between Bear
Stearns Investment Trust and Provident Financial Processing
Corporation(b)
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9.1. Form of Management Agreement between the Portfolio and Bear
Stearns Funds Management Inc.(a)
9.2. Form of Administrative Services Agreement by and between PFPC
Inc. and Bear Stearns Investment Trust (on behalf of the
Portfolio)(d)
10. Opinion and consent of Mayer, Brown & Platt(e)
11. Consent of Deloitte & Touche LLP, independent auditors(e)
12. None
13. Form of Investment Letter(a)
14. Forms of Individual Retirement Account Forms and Agreements
(c)
15. Form of First Amended and Restated Plan of Distribution
Pursuant to Rule 12b-1(d)
16. None
18. Rule 18f-3 Plan.
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(a) Incorporated by reference to the Registration Statement on Form N-1A, filed
previously on October 16, 1992.
(b) Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed previously on December 28, 1992.
(c) Incorporated by reference to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed previously on September 13,
1993.
(d) Incorporated by reference to Post-Effective Amendment No. 3 to the
Registration Statement on Form N-1A, filed previously on March 30, 1995.
(e) Incorporated by reference to Post-Effective Amendment No. 4 to the
Registration Statement on Form N-1A, filed previously on May 30, 1995.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Prior to the effectiveness of this Registration Statement, the Registrant
sold 10,472 of its shares of beneficial interest to Bear Stearns Funds
Management Inc. ("BSFM"), a New York corporation. As of April 9, 1996, BSFM
owned 12,645.23 shares of beneficial interest, including 2,173.23 shares
acquired through dividends reinvested. BSFM is a wholly owned subsidiary of The
Bear Stearns Companies Inc. The Bear Stearns Companies Inc. is a holding
company which, through its subsidiaries including its principal subsidiary,
Bear, Stearns & Co. Inc., is a leading United States investment banking,
securities trading and brokerage firm serving United States and foreign
corporations, governments and institutional and individual investors.
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<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest at April 12, 1996
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SERIES 1: The Emerging Markets Debt
Portfolio
Class A Shares . . . . . . . . . . . . . . . . . . . . . . . . 951
Class C Shares . . . . . . . . . . . . . . . . . . . . . . . . 18
ITEM 27. INDEMNIFICATION.
Indemnification provisions for each of the Registrant's Trustees and
officers and persons who serve at the Trust's request as directors, officers or
trustees of other organizations in which the Trust has any interest as a
shareholder, creditor or otherwise (thereinafter referred to as "Covered
Person") are set forth in Article VI, Section 6.4 of the Registrant's Agreement
and Declaration of Trust. See Item 24(b)1 above. Under this Article, such
persons will not be indemnified for any acts for which indemnification would be
prohibited by the Investment Company Act of 1940 (the "Investment Company Act").
Pursuant to Article VI, Section 6.4 of the Registrant's Agreement and
Declaration of Trust and Section 11 of the Investment Management Agreement,
neither the Investment Manager nor Covered Persons shall be liable for any
action or failure to act except in the case of bad faith, willful misfeasance,
gross negligence or reckless disregard of duties to the Registrant. See
Items 24(b)1 and 24(b)5.
"Director and Officer" liability policies purchased by the Trust insure the
Trust's Trustees and officers, subject to the policy's coverage limits and
exclusions and deductibles, against loss resulting from claims by reason of act,
error, omission, misstatement, misleading statement, neglect or breach of duty.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a trustee, officer, or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding) is asserted against the Registrant by such
trustee, officer or controlling person in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act, and will be governed by the final adjudication
of such issue.
The Registrant hereby undertakes that it will apply the indemnification
provision of its Agreement and Declaration of Trust in a manner consistent with
Release 11330 of the Securities and Exchange Commission under the Investment
Company Act, so long as the interpretation of Sections 17(h) and 17(i) of such
Act remains in effect.
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ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER.
See "Management of the Portfolio" in the Prospectus and Statement of
Additional Information regarding the business of the investment manager. For
information as to the business, profession, vocation or employment of a
substantial nature engaged in by Bear Stearns Funds Management Inc. or any of
its respective officers and directors during the past two years, reference is
made to Form ADV, filed with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended, by Bear Stearns Funds Management
Inc., herein incorporated by reference.
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Bear, Stearns & Co. Inc. ("Bear Stearns") acts as principal
underwriter or depositor for the following investment companies:
- Municipal Securities Trust, High Income Series 1 (and Subsequent
Series)
- The Bear Stearns Funds
- S&P STARS Funds
(b) Set forth below is a list of each executive officer and director of
Bear Stearns. The principal business address of each such person is 245 Park
Avenue, New York, New York 10167, except as set forth below.
Positions and Offices Positions and
Name with Bear Stearns Offices with Registrant
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DIRECTORS
Alan C. Greenberg Chairman
James E. Cayne
Warren J. Spector Acting Secretary
Mark E. Lehman
Michael L. Tarnopol
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Positions and Offices Positions and
Name with Bear Stearns Offices with Registrant
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Alan D. Schwartz
John H. Slade Director Emeritus
EXECUTIVE OFFICERS
Alan C. Greenberg Chairman of Board
James E. Cayne Chief Executive Officer/President
Michael L. Tarnopol Executive Vice President
Warren J. Spector Executive Vice President
Alan D. Schwartz Executive Vice President
William J. Montgoris Chief Operating Officer/
Chief Financial Officer/
Chief Operations Officer
(designation)
Kenneth L. Edlow Secretary
Michael Minikes Treasurer
Michael J. Abatemarco1/ Controller/Assistant
Secretary
Mark E. Lehman Executive Vice President-
General Counsel
Chief Legal Officer
(designation)
Samuel L. Molinaro, Jr. Senior Vice President
Finance
Frederick B. Casey Assistant Treasurer
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 Rules 31a-1 to 31a-3 promulgated
thereunder are maintained pursuant to the following arrangement:
Bear Stearns Funds Management Inc., the Portfolio's Investment Manager,
shall maintain such records pertaining to the Portfolio as are set forth in
Schedule C of the Investment Management Agreement. Such records shall be
maintained by Bear Stearns Funds Management Inc. at 245 Park Avenue, New York,
New York 10167. See Item 24(b)5.
Records relating to the holders of the shares issued by Registrant are
maintained by the Registrant's Transfer Agent, at 103 Bellevue Parkway,
Wilmington, Delaware 19809.
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1/ Michael J. Abatemarco's principal business address is 1 MetroTech Center
North, Brooklyn, New York 11201-3859.
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Brown Brothers Harriman & Co., the Portfolio's Custodian, shall maintain
such records as set forth in the Custodian Agreement. Such records shall be
maintained by Brown Brothers Harriman & Co. at 40 Water Street, Boston,
Massachusetts 02109.
ITEM 31. MANAGEMENT SERVICES.
Registrant is not a party to any management related service contract not
discussed in Part A or Part B of this Form.
ITEM 32. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to include a discussion of the
Portfolio's performance in the Portfolio's annual report to Shareholders which
will be made available to Shareholders upon request and without charge.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of the Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and
has duly caused this Post-Effective Amendment No. 5 to its Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Chicago, and the State of Illinois, on this
12th day of April, 1996.
BEAR STEARNS INVESTMENT TRUST
(REGISTRANT)
By: /s/ Peter B. Fox
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Peter B. Fox
President and Trustee
Each person whose signature appears below hereby authorizes Frank J.
Maresca his true and lawful attorney-in-fact, with full power of such attorney-
in-fact to sign on his behalf, individually and in each capacity stated below,
any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 12th day of April, 1996.
Signatures Title
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By: /s/ Peter B. Fox
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Peter B. Fox President and Trustee
(Chief Executive Officer)
By: /s/ Robert S. Reitzes
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Robert S. Reitzes Chairman and Trustee
*By: /s/ M.B. Oglesby, Jr.
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M.B. Oglesby, Jr. Trustee
*By: /s/ Peter M. Bren
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Peter M. Bren Trustee
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Signatures Title
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By:
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John R. McKernan, Jr. Trustee
By: /s/ Frank J. Maresca
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Frank J. Maresca Vice President
and Treasurer
(Chief Financial Officer
and Chief Accounting Officer)
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* Signed by Frank J. Maresca as attorney-in-fact pursuant to a power of
attorney contained in the Registration Statement dated October 16, 1992,
Pre-Effective Amendment No. 1 thereto dated December 28, 1992, Post-
Effective Amendment No. 1 thereto dated September 13, 1993 and Post-
Effective Amendment No. 3 thereto dated March 30, 1995.
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BEAR STEARNS INVESTMENT TRUST
EXHIBIT INDEX
TO
POST-EFFECTIVE AMENDMENT NO. 5
TO
REGISTRATION STATEMENT
ON FORM N-1A
PAGE NUMBER
IN SEQUENTIAL
NUMBERING
EXHIBIT NO. DESCRIPTION OF DOCUMENT SYSTEM
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18. RULE 18f-3 PLAN --------
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EXHIBIT 18
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BEAR STEARNS INVESTMENT TRUST
RULE 18f-3 PLAN
Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940
Act"), requires that the Board of an investment company desiring to offer
multiple classes pursuant to said Rule adopt a plan setting forth the separate
arrangement and expense allocation of each class, and any related conversion
features or exchange privileges.
The Board of Trustees, including a majority of the non-interested Board
members, of the above-referenced fund (the "Fund") which desires to offer
multiple classes for the series set forth on Schedule A (the "Series") has
determined that the following plan is in the best interests of each class
individually and the Fund as a whole:
1. CLASS DESIGNATION: Each Series' shares shall be divided into Class A
and Class C.
2. DIFFERENCES IN SERVICES: The services offered to shareholders of each
Class shall be substantially the same, except that Right of Accumulation and
Letter of Intent shall be available only to holders of Class A shares.
3. DIFFERENCES IN DISTRIBUTION ARRANGEMENTS: Class A shares shall be
offered with a front-end sales charge, as such term is defined in Article III,
Section 26(b), of the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and a deferred sales charge (a "CDSC"), as such term
is defined in said Section 26(b), may be assessed on certain redemptions of
Class A shares purchased without an initial sales charge as part of an
investment of $1 million or more. The amount of the sales charge and the amount
of and provisions relating to the CDSC pertaining to the Class A shares are set
forth on Schedule B hereto.
Class C shares shall not be subject to a front-end sales charge, but shall
be subject to a CDSC. The amount of and provisions relating to the CDSC
pertaining to Class C shares are set forth on Schedule C hereto.
Class A and Class C shares shall be charged a fee pursuant to a
Distribution Plan adopted under Rule 12b-1 under the 1940 Act. The amount of
the fees under the Distribution Plan are set forth on Schedule D hereto.
4. EXPENSE ALLOCATION: The following expenses will be allocated, to the
extent practicable, on a Class-by-Class basis: (a) fees under the Distribution
Plan; (b) printing and postage
<PAGE>
expenses related to preparing and distributing materials, such as shareholder
reports, prospectuses and proxies, to current shareholders of a specific Class;
(c) Securities and Exchange Commission and Blue Sky registration fees incurred
by a specific Class; (d) the expense of administrative personnel and services as
required to support the shareholders of a specific Class; (e) litigation or
other legal expenses relating solely to a specific Class; (f) Board members'
fees incurred as a result of issues relating to a specific Class; and (g)
certain other organizational or administrative expenses relating to a specific
Class.
5. CONVERSION FEATURES: The Classes are not subject to any automatic
conversion feature.
6. EXCHANGE PRIVILEGES: Shares of a Class are exchangeable only for (a)
shares of the same Class of another Series or of other investment companies
sponsored by the Fund's distributor and (b) shares of the Money Market Portfolio
of The RBB Fund, Inc.
Dated: May 4, 1995, as revised April 12, 1996.
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SCHEDULE A
Emerging Markets Debt Portfolio
A-1
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SCHEDULE B
FRONT-END SALES CHARGE -- CLASS A SHARES -- The public offering price for Class
A shares shall be the net asset value per share of that Class plus a sales load
as shown below:
TOTAL SALES LOAD
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AS A % OF AS A % OF
OFFERING NET ASSET
AMOUNT OF TRANSACTION PRICE PER SHARE VALUE PER SHARE
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Less than $50,000. . . . . . . . . . . . 3.75 3.90
$50,000 to less than $100,000. . . . . . 3.25 3.36
$100,000 to less than $250,000 . . . . . 2.75 2.83
$250,000 to less than $500,000 . . . . . 2.25 2.30
$500,000 to less than $750,000 . . . . . 2.00 2.04
$750,000 to less than $1,000,000 . . . . 1.50 1.52
$1,000,000 and above . . . . . . . . . . 0.00 0.00
CONTINGENT DEFERRED SALES CHARGE -- CLASS A SHARES -- A CDSC of 1.00% shall be
assessed at the time of redemption of Class A shares purchased without an
initial sales charge as part of an investment of at least $1,000,000 and
redeemed within one year after purchase. A CDSC of .50% (1% for shares
purchased from April 15, 1996 through June 28, 1996 (or for such other dates as
the Board, from time to time, may determine)), shall be assessed at the time of
redemption of Class A shares purchased without a sales charge with the proceeds
from the redemption of shares of an investment company sold with a sales charge
or commission and not distributed by the Fund's Distributor, if such shares are
redeemed within one year of their purchase. The terms contained in Schedule C
pertaining to the CDSC assessed on redemptions of Class C shares, including the
provisions for waiving the CDSC, shall be applicable to the Class A shares
subject to a CDSC. Letter of Intent and Right of Accumulation shall apply to
such purchases of Class A shares.
B-1
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SCHEDULE C
CONTINGENT DEFERRED SALES CHARGE -- CLASS C SHARES -- A CDSC of 1.00% payable to
the Fund's Distributor shall be imposed on any redemption of Class C shares made
within one year of the date of purchase. No CDSC shall be imposed to the extent
that the net asset value of the Class C shares redeemed does not exceed (i) the
current net asset value of Class C shares acquired through reinvestment of
dividends or capital gain distributions, plus (ii) increases in the net asset
value of the shareholder's Class C shares above the dollar amount of all
payments for the purchase of Class C shares of the Fund held by such shareholder
at the time of redemption.
If the aggregate value of the Class C shares redeemed has declined below
their original cost as a result of the Fund's performance, a CDSC may be applied
to the then-current net asset value rather than the purchase price.
In determining whether a CDSC is applicable to a redemption, the
calculation shall be made in a manner that results in the lowest possible rate.
Therefore, it shall be assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of dividends and
distributions; then of amounts representing the increase in net asset value of
Class C shares above the total amount of payments for the purchase of Class C
shares made during the preceding year; then of amounts representing the cost of
shares purchased more than one year prior to the redemption; and finally, of
amounts representing the cost of shares purchased within one year prior to the
redemption.
WAIVER OF CDSC -- The CDSC shall be waived in connection with (a) redemptions
made within one year after the death or disability, as defined in Section
72(m)(7) of the Internal Revenue Code of 1986, as amended (the "Code"), of the
shareholder, (b) redemptions by employees participating in Eligible Benefit
Plans, (c) redemptions as a result of a combination of any investment company
with the Fund or Series by merger, acquisition of assets or otherwise, and (d) a
distribution following retirement under a tax-deferred retirement plan or upon
attaining age 70 1/2 in the case of an IRA or Keogh plan or custodial account
pursuant to Section 403(b) of the Code. Any Fund shares subject to a CDSC which
were purchased prior to the termination of such waiver shall have the CDSC
waived as provided in the Fund's prospectus at the time of the purchase of such
shares.
C-1
<PAGE>
SCHEDULE D
AMOUNT OF DISTRIBUTION PLAN -- Each Series shall pay a fee based on the value of
the average daily net assets of the respective Class as follows:
Name of Series Class A Class C
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Emerging Markets Debt Portfolio .35% .75%
D-1
