May 27, 1997
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
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,
Kathy Thren
Legal Counsel
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: 3/31/97
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: n/a
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:
Number: 1,469,151
Amount: $11,856,056
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number: 690,161
Amount: $7,012,040
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 766,653
Sale Price: $8,388,587
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: -0-
Sale Price: -0-
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 160,023
Sale Price: $1,693,825
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): + 1,693,825
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 9,849,056
(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: \ 3300
(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 27, 1997
May 23, 1997
Bear Stearns Investment Trust
245 Park Avenue
New York, New York 10167
Re: Bear Stearns Investment Trust - Rule 24f-2 Notice
Registration Nos. 33-53368 and 811-07290
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"). 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 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, under the Securities Act of 1933, as amended (the
"Securities Act").
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 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") attached hereto making definite the registration of the
Shares of the Portfolio sold in reliance upon Rule 24f-2 during the fiscal
year ended March 31, 1997.
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-
ffective amendment number 7 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. This opinion is issued as of the date hereof and is
necessarily limited by laws now in effect and facts and circumstances
presently brought to our attention and is subject to any change in law or
facts reported or occurring subsequent to the date hereof.
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, which are the subject of the Notice filed with
the Commission today, 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
