U.S. Securities and Exchange Commission
Washington, D.C. 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.
1. Name and address of issuer: GIT Tax-Free Trust, 1655
Fort Myer Drive, Arlington, Virginia 22209
2. Name of each series or class of funds for which this
notice is filed:
Tax-Free Money Market Portfolio
Tax-Free National Portfolio
Virginia Tax-Free Portfolio
Arizona Tax-Free Portfolio
Missouri Tax-Free Portfolio
Maryland Tax-Free Portfolio
3. Investment Company Act File Number: 811-3486
Securities Act File Number: 2-77986
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 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
9. Number and aggregate sale price of securities sold
during the fiscal year: 7,324,441 shares for $16,083,569
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2: 7,324,441 shares for $16,083,569
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):
511,389 shares for $3,542,958
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): $16,083,569
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 3,542,958
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable) -26,956,054
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable) +
(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): ($7,329,527)
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): 1/29 of 1%
(vii)Fee due (line (i) or line (v) multiplied
by line (vi): 0
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 Information and Other
Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
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) (signature)
W. Richard Mason,
Secretary
Date November 22, 1996
Sullivan & Worcester LLP
1025 Connecticut Avenue, NW
Washington, DC 20036
(202) 775-8190
Fax No. 202-293-2275
November 21, 1996
GIT Tax-Free Trust
1655 North Fort Myer Drive
Arlington, Virginia 22209
Rule 24f-2 Notice
Registration Statement File No. 811-3486
Ladies and Gentlemen:
GIT Tax-Free Trust (the "Trust"), a Massachusetts business
trust, proposes to file with the Securities and Exchange Commission
pursuant to the provisions of Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "Act"), a notice making
definite the registration of 7,835,830 shares authorized by the
Board of Trustees of the Trust (the "Shares"), which were sold in
reliance upon registration pursuant to Rule 24f-2 during the fiscal
year ended September 30, 1996.
We have made such investigations and have relied upon
originals or copies, certified or otherwise identified to our
satisfaction, of such records, instruments, certificates, memoranda
and other documents as we have deemed necessary or advisable for
purposes of this opinion. In that examination, we have assumed the
genuineness of all signatures, the authenticity of all documents
purporting to be originals, and the conformity to the originals of
all documents purporting to be copies.
Based upon and subject to the foregoing, we hereby advise you
that, in our opinion, the Shares, the registration of which is
being made definite by the notice referred to above, are validly
and legally issued, fully paid and nonassessable. For purposes of
this letter, we express no opinion as to compliance with the
Securities Act of 1933, as amended, applicable state laws
regulating the sale of securities, or the Act.
We consent to your filing this opinion as an exhibit to the
notice referred to above.
Very truly yours,
(signature)
Sullivan & Worcester LLP
