As filed with the Securities and Exchange Commission on November 24, 1997
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 [x]
Post-Effective Amendment No. 10 [x] [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 11 [x]
(Check appropriate box or boxes) [x]
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
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It is proposed that this filing will become effective: (check appropriate box)
____ immediately upon filing pursuant to paragraph (b)
__x_ on December 24, 1997 pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a) (i)
____ on (date) pursuant to paragraph (a)(i) of Rule 485
____ 75 days after filing pursuant to paragraph (a)(ii)
____ on (date) pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
__x_ 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 has filed the Rule 24f-2 Notice
for its fiscal year ended March 31, 1997 on May 27, 1997.
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BEAR STEARNS INVESTMENT TRUST
Cross Reference Sheet
Pursuant to Rule 495(a)
Part A Location in Prospectus
The Registrant has filed the information required in the Prospectus in
the Post-Effective Amendment No. 9 to its Registration Statement on
Form N-1A on September 26, 1997, and is hereby incorporated by
reference. The Registrant has not amended its Prospectus.
Item 1. Cover Page.................................. Cover Page
Item 2. Synopsis.................................... Summary; Fee Table
Item 3. Condensed Financial Information............. Not Applicable
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
The Registrant has filed the information required in the Statement of
Additional Information in the Post-Effective Amendment No. 9 to its
Registration Statement on Form N1-A on September 26, 1997, and is
hereby incorporated by reference. The Registrant has not amended its
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;
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Part B Location in Statement of Additional
Information
............................................ Investment Limitations;
Portfolio
............................................ Transactions
Item 14. Management of the Fund...................... Management of the
Portfolio
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. 10 to the Registration Statement on Form N-1A.
EXPLANATORY NOTE
THE PURPOSE OF THIS FILING IS SOLELY TO DESIGNATE A NEW EFFECTIVE DATE
FOR THE POST-EFFECTIVE AMENDMENT NO. 9 TO THE REGISTRATION STATEMENT ON
FORM N-1A OF THIS REGISTRANT. THE PROSPECTUS AND STATEMENT OF
ADDITIONAL INFORMATION FOR THE FUND SUBJECT TO SUCH POST-EFFECTIVE
AMENDMENT HAS NOT BEEN AMENDED AND IS INCORPORATED BY REFERENCE HEREIN
IN ITS ENTIRETY.
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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:
(i) Financial Highlights (Per Share Data and
Ratios/Supplemental Data).
(ii) Annual Report to Shareholders is incorporated by
reference.
The Financial Statements included in Part B of this
Registration Statement:
None.
(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 (h)
11. Consent of Deloitte & Touche LLP, independent
auditors (i)
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)
15.1 Plan of Distribution pursuant to Rule 12b-1 (i)
16. Schedule of Computation of Performance Data (e)
17. Financial Data Schedule (h)
18. Rule 18f-3 Plan (f)
18.1 Amended Rule 18f-3 Plan (g)
18.2 Amended Rule 18f-3 Plan (i)
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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. 6 to the
Registration Statement on Form N-1A, filed previously on May 31, 1996.
(f) Incorporated by reference to Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed previously on April 12,
1996.
(g) Incorporated by reference to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A, filed previously on March 31,
1997.
(h) Incorporated by reference to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A, filed previously on May 30, 1997.
(i) Incorporated by reference to Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A, filed previously on September 26,
1997.
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<PAGE>
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 November 19, 1997,
BSFM owned 10,472 shares of beneficial interest. 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.
ITEM 26. Number of Holders of Securities.
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest at November 19, 1997
SERIES 1: The Emerging Markets Debt
Portfolio
Class A Shares.................................... 1,135
Class B Shares.................................... 0
Class C Shares.................................... 272
Class Y Shares.................................... 0
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
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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.
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 the information contained in and 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.
(SEC File No. 801-29862).
ITEM 29. Principal Underwriters.
(a) Bear, Stearns & Co. Inc. ("Bear Stearns") acts as principal
underwriter or depositor for the following investment companies:
o The Bear Stearns Funds
o Managed Income Securities Plus Fund, Inc.
(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
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James E. Cayne
Alan C. Greenberg Chairman of the Board
John L. Knight
Mark E. Lehman
Alan D. Schwartz
Warren J. Spector
John H. Slade Director Emeritus
Executive Officers
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Alan C. Greenberg Chairman of the Board
James E. Cayne Chief Executive Officer/President
William J. Montgoris Chief Operating Officer/
Chief Financial Officer/
Chief Operations Officer(designation)
Mark Lehman Executive Vice President/
General Counsel/Chief Legal Officer
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<PAGE>
Positions and Offices Positions and
Name with Bear Stearns Offices with Registrant
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Executive Officers
Alan D. Schwartz Executive Vice President
Warren J. Spector Executive Vice President
Michael J. Abatemarco1 Controller/Assistant
Secretary
Frederick B. Casey Assistant Treasurer
Kenneth L. Edlow Secretary
Mark E. Lehman Executive Vice President/
General Counsel/Chief Legal
Officer
(designation)
Michael Minikes Treasurer Chairman of the Board
Samuel L. Molinaro, Jr. Chief Financial Officer/
Senior Vice President -
Finance
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.
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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1/ Michael J. Abatemarco's principal business address is 1 Metrotech
Center North, Brooklyn, New York 11201- 3859.
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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
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. 10 to its Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of New York, and the State of New York, on this 21st day of November, 1997.
Bear Stearns Investment Trust
(Registrant)
By: /s/ Robert Reitzes
---------------------------
Robert Reitzes
President
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 21st day of November, 1997.
Signatures Title
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By: /s/ Peter B. Fox Trustee
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Peter B. Fox
By: /s/ Michael Minikes
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Michael Minikes Chairman of the Board and Trustee
*By: /s/ M.B. Oglesby, Jr.
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M.B. Oglesby, Jr. Trustee
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<PAGE>
Signatures Title
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*By: /s/ Peter M. Bren
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Peter M. Bren Trustee
By: ______________________
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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