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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:
Berger Investment Portfolio Trust
210 University Boulevard, #900
Denver, CO 80206
2. Name of each series or class of funds for which this notice is
filed:
--Berger Small Company Growth Fund
--Berger New Generation Fund
3. Investment Company Act File Number: 811-8046
Securities Act File Number: 33-69460
4. Last day of fiscal year for which this notice is filed:
September 30, 1996
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 remain
unsold at the beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
171,518,128.933 shares; $823,020,726.77
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
171,518,128.933 shares; $823,020,726.77
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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):
None
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):
$ 823,020,726.77
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 0
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(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- 538,755,160.32
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(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
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(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):
284,265,566.45
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/3300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
86,141.08
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INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days
after the close of the issuer's fiscal year. See
Instruction C.3.
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).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
11-18-96
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 (Signature and Title)* Kevin R. Fay
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Vice President, Secretary and Treasurer
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Date 11-19-96
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*Please print the name and title of the
signing officer below the signature.
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DAVIS, GRAHAM & STUBBS LLP
A Limited Liability Partnership
Attorneys at Law
Suite 4700
370 Seventeenth Street
Denver, Colorado 80202
Telephone 303-892-9400
Facsimile 303-893-1379
November 19, 1996
Berger Investment Portfolio Trust
210 University Boulevard, Suite 900
Denver, Colorado 80206
Re: Public Offering of Shares of Beneficial Interest;
Berger Investment Portfolio Trust
Ladies and Gentlemen:
We have acted as counsel for Berger Investment
Portfolio Trust (the "Trust") in connection with the preparation
and filing with the Securities and Exchange Commission of a
Registration Statement (File No. 33-69460) under the Securities
Act of 1933 on Form N-1A, and amendments thereto, with respect to
the offer and sale of shares of beneficial interest of the Berger
Small Company Growth Fund and the Berger New Generation Fund
series of the Trust (the "Shares"), including the Form 24f-2 for
the fiscal year ended September 30, 1996, registering
171,518,128.933 Shares pursuant to such Registration Statement,
as amended, in accordance with Rule 24f-2 under the Investment
Company Act of 1940.
We have examined the Trust Instrument and Bylaws of the
Trust, as amended, the proceedings of its Trustees relating to
the authorization, issuance and proposed sale of the Shares and
such other records and documents as we have deemed relevant.
Based upon such examination, it is our opinion that upon the
issuance and sale of the 171,518,128.933 Shares in the manner
contemplated by the aforesaid Registration Statement, as amended,
such Shares were validly issued, fully paid and nonassessable
outstanding Shares of the Trust.
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Berger Investment Portfolio Trust
November 19, 1996
Page 2
We hereby consent to the filing of this opinion in
connection with the aforesaid Form 24f-2 for Berger Small Company
Growth Fund, a series of Berger Investment Portfolio Trust.
Very truly yours,
DAVIS, GRAHAM & STUBBS LLP
