APPENDIX I. 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.
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1. Name and address of issuer:
Freedom Group of Tax Exempt Funds
One Beacon Street
Boston, MA 02108
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2. Name of each series or class of funds for which this notice is filed:
Freedom Tax Exempt Money Fund
Freedom California Tax Exempt Money Fund
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3. Investment Company Act File Number: 811-3519
Securities Act File Number: 2-78609
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4. Last day of fiscal year for which this notice is filed: 12/31
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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:
N/A [ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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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:
N/A
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
N/A
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9. Number and aggregate sale price of securities sold during the fiscal year:
Freedom Tax Exempt Money Fund 1,074,223,027 1,074,223,027
Freedom California Tax Exempt Money Fund 388,516,679 388,516,679
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<PAGE>
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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:
Freedom Tax Exempt Money Fund 1,066,733,465 1,066,733,465
Freedom California Tax Exempt Money Fund 385,547,845 385,547,845
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with divided reinvestment plans, if applicable (see
Instruction B.7):
DRP included in calculation for item #9
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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): $1,452,281,310
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(ii) Aggregate price of shares issued in connection
with divided reinvestment plans (from Item 11,
if applicable): + 10,458,396
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -1,443,594,898
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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): +
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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): 19,144,808
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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 .01/33
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(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: 5,801.46
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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:
2/24/97
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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/ Darlene Rego
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Darlene Rego, Treasurer
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Date 02/20/97
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*Please print the name and title of the signing officer below the signature.
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[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP}
February 24, 1997
Freedom Group of Tax Exempt Funds
One Beacon Street
Boston, Massachusetts 02108
Re: Freedom Tax Exempt Money Fund and
Freedom California Tax Exempt Money Fund - Rule 24f-2 Notice
Ladies and Gentlemen:
As counsel to Freedom Group of Tax Exempt Funds (the "Trust"), we have been
requested to render an opinion in connection with the filing by the Trust of a
Rule 24f-2 Notice on Form 24F-2 with respect to the fiscal year ended December
31, 1996.
Reference is made to Item 10 of Form 24F-2, wherein the Trust reports the
number of Shares (the "Shares") representing interests in the Freedom Tax Exempt
Money Fund and Freedom California Tax Exempt Money Fund series of the Trust sold
during the fiscal year ended December 31, 1996 in reliance upon registration
under the Securities Act of 1933 and pursuant to Rule 24f-2 of the Investment
Company Act of 1940.
We have examined the Amendment and Restatement of Agreement and Declaration
of Trust dated September 27, 1982 of the Trust, as amended to date, the By-Laws
of the Trust, certain resolutions adopted by the Board of Trustees of the Trust,
the form of the Form 24F-2 to be filed by the Trust and such other documents as
we deemed necessary for purposes of this opinion.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning its laws of any jurisdiction other than the
laws of The Commonwealth of Massachusetts.
Based upon the foregoing and assuming that all of such shares were sold in
accordance with the terms of the Prospectus and Statement of Additional
Information in effect at the time of sale and payment was received by the Trust
in consideration thereof, in our opinion, the Shares were legally issued, fully
paid and non-assessable by the Trust.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
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GOODWIN, PROCTER & HOAR LLP
