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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Morgan Grenfell Investment Trust
885 Third Avenue
New York, New York 10022
2. Name of each series or class of funds for which this notice is filed:
Morgan Grenfell Municipal Bond Fund
Morgan Grenfell Short-Term Municipal Bond Fund
Morgan Grenfell Fixed Income Fund
Morgan Grenfell Short-Term Fixed Income Fund
Morgan Grenfell Smaller Companies Fund
Morgan Grenfell International Equity Fund
Morgan Grenfell International Small Cap Equity Fund
Morgan Grenfell European Small Cap Equity Fund
Morgan Grenfell Emerging Markets Equity Fund
Morgan Grenfell Global Fixed Income Fund
Morgan Grenfell Emerging Markets Debt Fund
Morgan Grenfell International Fixed Income Fund
3. Investment Company Act File Number: 811-8006
Securities Act File Number: 33-68704
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
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 (see instruction A.6):
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: 0
8 Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
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9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $705,204,820
Shares 70,184,716
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Dollar $705,204,820
Shares 70,184,716
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7): Included in 9 & 10
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12 Calculation of registration fee:
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(I) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $705,204,820
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): 178,103,344
(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): 527,101,476
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see x1/50th
instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 105,420.30
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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).
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: November 15, 1995
SIGNATURES
This report has been signed below by the following person on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)*/s/ Jeffrey A. Cohen
Jeffrey A. Cohen
Treasurer & Chief Accounting Officer
Date November 15, 1995
Please print the name and title of the signing officer below the signature.
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November 14, 1995
Morgan Grenfell Investment Trust
885 Third Avenue
New York, New York 10022
Re: Morgan Grenfell Investment Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel to Morgan Grenfell
Investment Trust, a Delaware business trust (the "Trust"), in
connection with certain matters relating to the issuance of shares of
beneficial interest in the Trust (the "Shares"). Capitalized terms
used herein and not otherwise herein defined are used as defined in
the Agreement and Declaration of Trust of the Trust dated
September 13, 1993 (the "Governing Instrument").
We understand that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, the Trust registered
an indefinite number of Shares under the Securities Act of 1933, as
amended. We further u understand that the Trust is about to file with
the Securities and Exchange Commission a notice pursuant to Rule
24f-2 under the 1940 Act (the "Notice") making definite the
registration of 70,184,716 Shares sold in reliance upon Rule 24f-2
during the period from November 1, 1994 through October 31, 1995.
In rendering this opinion, we have examined copies of the
following documents, each in the form provided to us: the
Certificate of Trust of the Trust filed in the Office of the Secretary
of State of the State of Delaware (the "Recording Office") on
September 13, 1993 (the "Certificate"); the Governing Instrument;
the By-laws of the Trust ; the Notice; a Written Consent of the
Trustees of the Trust; the Trust's Notification of Registration
Filed Pursuant to Section 8(a) of the Investment Company Act of
1940 on Form N-8A as filed with the Securities and Exchange
Commission on September 13, 1993; a Certificate of the Treasurer
of the Trust dated November 14, 1995; and a certification of good
standing of the Trust obtained as of a recent date from the
Recording Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents
of all documents submitted to us as copies or drafts of documents
to be executed, and the legal capacity of natural persons to
complete the execution of documents. We have further assumed for
the purpose of this opinion: (i) the due authorization, execution
and delivery by, or on behalf of, each of the parties thereto of the
above-referenced instruments, certificates and other documents,
and of all documents contemplated by the Governing Instrument,
the By-laws and applicable resolutions of the Trustees to be
executed by investors desiring to become Shareholders; (ii) the
payment of consideration for Shares, and the application of such
consideration, as provided in the Governing Instrument, and
compliance with the other terms, conditions and restrictions set forth
in the Governing Instrument, the By-laws and applicable resolutions
of the Trustees in connection with the issuance of Shares
(including, without limitation, the taking of all appropriate action
by the Trustees to designate Series of Shares and the rights and
preferences attributable thereto as contemplated by the Governing
Instrument); (iii) that appropriate notation of the names and
addresses of, the number of Shares held by, and the consideration
paid by, Shareholders will be maintained in the appropriate
registers and other books and records of the Trust in connection
with the issuance, redemption or transfer of Shares; (iv) that no
event has occurred subsequent to the filing of the Certificate that
would cause a termination or reorganization of the Trust under
Section 2 or Section 3 of Article VIII of the Governing Instrument;
(v) that the activities of the Trust have been and will be conducted
in accordance with the terms of the Governing Instrument, the
By-laws and the Delaware Act; and (vi) that each of the
documents examined by us is in full force and effect and has not
been modified, supplemented or otherwise amended. No opinion
is expressed herein with respect to the requirements of, or
compliance with, federal or state securities or blue sky laws.
Further, we express no opinion on the sufficiency or accuracy
of any registration or offering documentation relating to the
Trust or the Shares. As to any facts material to our opinion,
other than those assumed, we have relied without independent
investigation on the above-referenced documents and on the
accuracy, as of the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:
1. The Trust is a duly organized and validly existing
business trust in good standing under the laws of the State
of Delaware.
2. The Shares subject to the Notice constitute legally
issued, fully paid and non-assessable Shares of beneficial
interest in the Trust.
3. Under the Delaware Act and the terms of the
Governing Instrument, each Shareholder of the Trust, in
such capacity, will be entitled to the same limitation of
personal liability as that extended to stockholders of
private corporations for profit; provided, however, that
we express no opinion with respect to the liability of any
Shareholder who is, was or may become named Trustee
of the Trust. Neither the existence nor exercise of the
voting rights granted to Shareholders under the
Governing Instrument will, of itself cause a Shareholder
to be deemed a trustee of the Trust under the Delaware
Act. Notwithstanding the foregoing or the opinion
expressed in paragraph 2 above, we note that, pursuant
to Section 5 of Article IV of the Governing Instrument,
the Trustees have the power to cause Shareholders, or
Shareholders of a particular Series, to pay certain
custodian, transfer, servicing or similar agent charges
by setting off the same against declared but unpaid
dividends or by reducing Share ownership (or by both
means).
We hereby consent to the filing of a copy of this opinion with
the Securities and Exchange Commission together with the Notice.
In giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission
thereunder. Except as provided in this paragraph, the opinion
set forth above is expressed solely for the benefit of the addressee
hereof and may not be relied upon by, or filed with, any other
person or entity for any purpose with our prior written consent.
Sincerely,
/s/ MORRIS, NICHOLS, ARSHT & TUNNELL
MORRIS, NICHOLS, ARSHT & TUNNELL
