May 28, 1996
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Bear Stearns Investment Trust
Emerging Markets Debt Portfolio
File No.33-53368
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
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: Bear Stearns Investment Trust
245 Park Avenue
New York, NY 10167
2. Name of each series or class of funds for which this notice is filed:
Emerging Markets Debt Portfolio
3. Investment Company Act File Number: 811-7290
Securities Act File Number: 33-53368
4. Last day of fiscal year for which this notice is filed: 3/31/96
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:
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:
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number: 1,469,151
Amount: $11,856,056
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 211,555
Sale Price: $1,796,662
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: (1,257,596)
Sale Price:($10,059,394)
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 265,816
Sale Price: $2,161,217
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): $ (10,059,394)
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 2,161,217
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 10,679,919
(iv) Aggregate price of shares redeemed or repurchased
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
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: \ 2900
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
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 \s\Frank J. Maresca
Frank J. Maresca
Vice President and Treasurer
Date May 24, 1996
May 24, 1996
Bear Stearns Investment Trust
245 Park Avenue
New York, New York 10167
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as counsel to Bear Stearns Investment Trust (the "Trust"), a
Massachusetts business trust created under a written Agreement and Declaration
of Trust, executed on October 14, 1992, and delivered in Boston, Massachusetts
on October 15, 1992 (the "Trust Agreement"). The Trust has requested our
opinion as to the legality of the 211,555 transferable shares of beneficial
interest with $.001 par value per share (the "Shares") of Emerging Markets
Debt Portfolio (the "Portfolio"), a separate series of shares established by
the Trustees pursuant to Article IV, Section 4.2 of the Trust Agreement, which
were issued in the fiscal year ended March 31, 1996.
The Trustees of the Trust have the powers set forth in the Trust Agreement,
subject to the terms, provisions and conditions therein provided. Under
Article IV, Section 4.1 of the Trust Agreement, the number of shares of
beneficial interest authorized to be issued under the Trust Agreement is
unlimited and the Trustees are authorized to divide the shares into one or
more series of shares and one or more classes thereof as they deem necessary
or desirable. Under Article IV, Section 4.1 of the Trust Agreement, the
Trustees may issue shares of any series or class for such consideration and on
such terms as they may determine (or for no consideration if pursuant to a
share dividend or split-up) without action or approval of shareholders.
We understand that, pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended (the "Investment Company Act"), the Trust has registered an
indefinite number of shares of beneficial interest under the Securities Act of
1933, as amended (the "Securities Act").
We understand that you are about to file with the Securities and Exchange
Commission (the "Commission") a notice pursuant to Rule 24f-2 (the "Rule 24f-2
Notice") making definite the registration of the 211,555 Shares of the
Portfolio sold in reliance upon Rule 24f-2 during the fiscal year ended March
31, 1996.
We have examined a certificate of the Treasurer of the Trust to the effect
that the Trust or its agent received the consideration for each of the Shares
in accordance with the terms of the Trust Agreement and we have examined such
other documents as we have deemed reasonably necessary, including the Trust's
Trust Agreement, the Trust's By-Laws, minutes of the meetings of the Board of
Trustees, a specimen stock certificate and post-effective amendment number 4
to the Registration Statement on Form N-1A (File Nos. 33-53368 and 811-07290)
filed in connection with the offering of the Shares with the Commission. In
our examination of the foregoing documents, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Our opinion below, as it relates to the nonassessability of the Shares of the
Trust, is qualified to the extent that under Massachusetts law, shareholders
of a Massachusetts business trust may be held personally liable for the
obligations of the trust. In this regard, however, please be advised that the
Trust Agreement disclaims shareholder liability for acts or obligations of the
Trust and requires that notice of such disclaimer be given in each note, bond,
contract, instrument, certificate or undertaking made or issued by the
Trustees or officers of the Trust. Also, the Trust Agreement provides for
indemnification out of Trust property for all loss and expense of any
shareholder held personally liable for the obligations of the Trust.
On the basis of and subject to the foregoing, we are of the opinion that all
necessary Trust action precedent to the issuance of the Shares has been duly
taken, and that the Shares registered pursuant to Rule 24f-2 under the
Investment Company Act were, when issued for payment as described in the
Portfolio's prospectus for such Shares, legally and validly issued, fully paid
and non-assessable.
We consent to your filing this opinion with the Commission together with the
Rule 24f-2 Notice referred to above.
We express no opinion herein as to compliance with any state or federal
securities laws. We are members of the bar of the State of New York and we
have assumed for purposes of this opinion that the laws of the State of New
York are the same as the laws of the Commonwealth of Massachusetts. The
opinion expressed herein has been rendered at your request and is solely for
your benefit and may not be relied upon in any manner by any other person or
by you for any other purpose.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
