U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
Countrywide Tax-Free Trust
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202
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2. Name of each series or class of funds for which this notice is filed:
Ohio Tax-Free Money Fund Class A
Ohio Tax-Free Money Fund Class B
Tax-Free Money Fund
California Tax-Free Money Fund
Florida Tax-Free Money Fund Class A
Florida Tax-Free Money Fund Class B
Tax-Free Intermediate Term Fund Class A
Tax-Free Intermediate Term Fund Class C
Ohio Insured Tax-Free Fund Class A
Ohio Insured Tax-Free Fund Class C
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3. Investment Company Act File Number: 811-3174
Securities Act File Number: 2-72101
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4. Last day of fiscal year for which this notice is filed:
June 30, 1997
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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:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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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:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal
year:
NUMBER
OF SHARES SALE PRICE
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Ohio Tax-Free Money Fund Class A 572,337,891 $572,337,891
Ohio Tax-Free Money Fund Class B 216,396,635 $216,396,635
Tax-Free Money Fund 59,171,857 $ 59,171,857
California Tax-Free Money Fund 166,476,608 $166,476,608
Florida Tax-Free Money Fund Class A 57,130,891 $ 57,130,891
Florida Tax-Free Money Fund Class B 38,407,914 $ 38,407,914
Tax-Free Intermediate Term Fund Class A 1,150,995 $ 12,588,991
Tax-Free Intermediate Term Fund Class C 168,900 $ 1,847,102
Ohio Insured Tax-Free Fund Class A 14,158,992 $171,413,856
Ohio Insured Tax-Free Fund Class C 135,167 $ 1,641,830
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ISSUER TOTALS 1,125,535,850 $1,297,413,575
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
NUMBER
OF SHARES SALE PRICE
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Ohio Tax-Free Money Fund Class A 572,337,891 $572,337,891
Ohio Tax-Free Money Fund Class B 216,396,635 $216,396,635
Tax-Free Money Fund 59,171,857 $ 59,171,857
California Tax-Free Money Fund 166,476,608 $166,476,608
Florida Tax-Free Money Fund Class A 57,130,891 $ 57,130,891
Florida Tax-Free Money Fund Class B 38,407,914 $ 38,407,914
Tax-Free Intermediate Term Fund Class A 1,150,995 $ 12,588,991
Tax-Free Intermediate Term Fund Class C 168,900 $ 1,847,102
Ohio Insured Tax-Free Fund Class A 14,158,992 $171,413,856
Ohio Insured Tax-Free Fund Class C 135,167 $ 1,641,830
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ISSUER TOTALS 1,125,535,850 $1,297,413,575
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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):
NUMBER
OF SHARES SALE PRICE
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Ohio Tax-Free Money Fund Class A 4,862,899 $ 4,862,899
Ohio Tax-Free Money Fund Class B 0 $ 0
Tax-Free Money Fund 828,537 $ 828,537
California Tax-Free Money Fund 1,029,746 $ 1,029,746
Florida Tax-Free Money Fund Class A 675,817 $ 675,817
Florida Tax-Free Money Fund Class B 0 $ 0
Tax-Free Intermediate Term Fund Class A 209,803 $ 2,298,321
Tax-Free Intermediate Term Fund Class C 17,517 $ 191,889
Ohio Insured Tax-Free Fund Class A 233,941 $ 2,840,761
Ohio Insured Tax-Free Fund Class C 13,108 $ 159,120
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ISSUER TOTALS 7,871,368 $12,887,090
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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): $ 1,297,413,575
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 12,887,090
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 1,308,174,481
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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) + NONE
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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): 2,126,184
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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 .0003030303
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 644.30
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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.
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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).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: August 12, 1997
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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)* /s/ Mark J. Seger
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Mark J. Seger, Treasurer
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Date: August 26, 1997
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* Please print the name and title of the signing officer below the
signature.
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Countrywide
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INVESTMENTS, INC.
August 21, 1997
Countrywide Tax-Free Trust
312 Walnut Street
Cincinnati, Ohio 45202
Ladies and Gentlemen:
Re: Rule 24f-2 Notice
I have been requested to render an opinion in connection with the filing by
Countrywide Tax-Free Trust (herein referred to as the "Trust"), of a Rule 24f-2
Notice with respect to the fiscal year ended June 30, 1997 (the "Notice").
Reference is made to paragraph 10 of such Notice, wherein the Trust reports the
sale of an aggregate of 1,125,535,850 shares of the various series or classes
(including the Ohio Tax-Free Money Fund, the Tax-Free Money Fund, the California
Tax-Free Money Fund, the Florida Tax-Free Money Fund, the Tax-Free Intermediate
Term Fund and the Ohio Insured Tax-Free Fund) during the fiscal year ended June
30, 1997 in reliance upon registration under the Securities Act of 1933 pursuant
to Rule 24f-2 under the Investment Company Act of 1940, and paragraph 11 of such
Notice, wherein the Trust reports the aggregate issuance of 7,871,368 shares of
such series or classes in connection with dividend reinvestment plans.
I have examined the Agreement and Declaration of Trust of the Trust as amended
to date, the Bylaws of the Trust, records of the Trust concerning certain
actions by the Trustees of the Trust, the current Prospectuses of the Trust and
supplements thereto, and the form of the Rule 24f-2 Notice.
Based upon the foregoing and assuming that all of such shares were sold in
accordance with the terms of the Prospectuses in effect at the time of sale, in
my opinion the above-mentioned shares of the Trust have been legally issued and
are fully paid and nonassessable by the Trust.
I consent to the submission of a copy of this opinion to the Securities and
Exchange Commission in connection with the filing of the Trust's Rule 24f-2
Notice for the fiscal year ended June 30, 1997, as contemplated in Rule
24f-2(b)(1) under the Investment Company Act of 1940.
Very truly yours,
/s/ John F. Splain
John F. Splain
General Counsel
312 Walnut Street . Cincinnati, Ohio 45202 . 513.629.2000 . 800.543.8721
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