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:
DMC Tax-Free Income Trust - Pennsylvania
(DBA Tax-Free Pennsylvania Fund)
2005 Market Street
Philadelphia, PA 19103
2. Name of each series or class of funds for which this notice is
filed:
Tax-Free Pennsylvania Fund A Class
Tax-Free Pennsylvania Fund B Class
3. Investment Company Act File Number: 811-2715
Securities Act File Number: 2-57791
4. Last day of fiscal year for which this notice is filed:
02/28/95
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 or aggregate sales price of securities of the same
class or series sold during the fiscal year 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: 0.00
9. Number of aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2: $97,751,946
10. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: N/A
11. Number and aggregate sale price of securities sold during the
fiscal year: $97,751,946
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from item 9): $ 97,751,946
-------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 10, if applicable): + N/A
-------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 121,006,051
-------------
(iv) Aggregate price of shares redeemed or
repurchased and applied as a reduction
to filing fees pursuant to rule 24e-2
(if applicable): + N/A
-------------
(v) Net aggregate sale price of securities
sold during the fiscal year in reliance
on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if
applicable): N/A
-------------
(vi) Multiplier prescribed by Section 6(b)
under the Securities Act of 1933 or
other applicable law or regulation: x 1/29 of 1%
-------------
(vii) Fee due [line (vi) multiplied by line
(vii)]: - -
=============
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: N/A
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: Date: 04/26/95
------------------------ --------
Rosemary E. Milner
Vice President
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Direct Dial: (215) 564-8074
April 26, 1995
DMC Tax-Free Income Trust - Pennsylvania
One Commerce Square
Philadelphia, Pa. 19103
Re: Rule 24f-2 Notice
Gentlemen:
You have informed us that, in accordance with Rule 24f-2
under the Investment Company Act of 1940, as amended (the "1940
Act"), DMC Tax-Free Income Trust - Pennsylvania (the "Trust")
intends to file a Rule 24f-2 Notice with the U. S. Securities and
Exchange Commission, setting forth, among other things, that for
the fiscal year ended February 28, 1995, the aggregate public
offering price of its shares sold was $97,751,946, and the Notice
will make definite such amounts of shares of beneficial interest
registered by the Trust under the Securities Act of 1933, as
amended (the "1933 Act"), for such period. You have also informed
us that all of such shares and fractions were issued in accordance
with the provisions relating thereto in the registration statement
filed by the Trust under the 1933 Act.
We have acted as legal counsel to the Trust, which is
organized as a common law trust under the laws of the Commonwealth
of Pennsylvania, during the period of time referred to above and
have reviewed the Trust's Amended and Restated Declaration of Trust
dated February 28, 1977; its Procedural Guidelines; its
registration statements under the 1940 and 1933 Acts; and such
minutes of the proceedings of the Trustees and other documents as
we deem material to our opinion.
Based on the foregoing, we are of the opinion that all of
the shares of beneficial interest of the Trust described in the
Rule 24f-2 Notice as having been sold during the period covered by
the Notice, were legally issued, fully-paid and non-assessable
shares of beneficial interest of the Trust. Under Pennsylvania
law, shareholders of the Trust, under certain circumstances, may be
held personally liable as partners for the obligations of the
Trust. The Amended and Restated Declaration of Trust contains an
express disclaimer of shareholder liability for acts or obligations
of the Trust and requires that notice of such disclaimer be given
in each agreement, obligation or instrument entered into or
executed by the Trust or the Trustees of the Trust. This
disclaimer may not be effective in some jurisdictions or as to
certain types of claims. The Amended and Restated Declaration of
Trust for the Trust provides for indemnification out of the Trust
property of any shareholder held personally liable for the
obligations of the Trust. You have advised us that a discussion of
the existence of potential shareholder liability for obligations of
the Trust is set forth in the current Prospectus (or Statement of
Additional Information) of the Trust which forms a portion of its
registration statement under the 1933 Act.
We hereby consent to the filing of this opinion with the
U. S. Securities and Exchange Commission as an exhibit or
accompaniment to the aforementioned Rule 24f-2 Notice and as an
exhibit to the Trust's registration statement and to the reference
to us in the prospectus of the Trust as legal counsel who have
passed upon the legality of the offering of the shares of
beneficial interest. We also consent to the filing of this opinion
with the securities regulatory agencies of any states or other
jurisdictions in which the shares of beneficial interest of the
Trust are offered for sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG
By: /S/STEVEN M. FELSENSTEIN
------------------------
Steven M. Felsenstein
SMF/nk
