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:
State Street Research Tax-Exempt Trust
One Financial Center
Boston, MA 02111
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2. Name of each series or class of funds for which this notice is filed:
State Street Research Tax-Exempt Fund
State Street Research New York Tax-Free Fund
State Street Research California Tax-Free Fund
State Street Research Florida Tax-Free Fund
State Street Research Pennsylvania Tax-Free Fund
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3. Investment Company Act File Number: 811-4558
Securities Act File Number: 33-2703
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4. Last day of fiscal year for which this notice is filed: December 31, 1995
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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:
State Street Research Tax-Exempt Fund shares 0
State Street Research New York Tax-Free Fund shares 0
State Street Research California Tax-Free Fund shares 0
State Street Research Florida Tax-Free Fund shares 0
State Street Research Pennsylvania Tax-Free Fund shares 0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
State Street Research Tax-Exempt Fund shares 0
State Street Research New York Tax-Free Fund shares 0
State Street Research California Tax-Free Fund shares 0
State Street Research Florida Tax-Free Fund shares 0
State Street Research Pennsylvania Tax-Free Fund shares 0
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9. Number and aggregate sale price of securities sold during the fiscal year:
Number of securities sold:
State Street Research Tax-Exempt Fund shares 10,206,147
State Street Research New York Tax-Free Fund shares 1,100,939
State Street Research California Tax-Free Fund shares 314,455
State Street Research Florida Tax-Free Fund shares 68,083
State Street Research Pennsylvania Tax-Free Fund shares 197,377
Aggregate sale price of securities sold:
State Street Research Tax-Exempt Fund shares $82,945,115
State Street Research New York Tax-Free Fund shares 8,485,727
State Street Research California Tax-Free Fund shares 2,500,419
State Street Research Florida Tax-Free Fund shares 634,627
State Street Research Pennsylvania Tax-Free Fund shares 1,740,169
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$96,306,057
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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 securities sold:
State Street Research Tax-Exempt Fund shares 10,206,147
State Street Research New York Tax-Free Fund shares 1,100,939
State Street Research California Tax-Free Fund shares 314,455
State Street Research Florida Tax-Free Fund shares 68,083
State Street Research Pennsylvania Tax-Free Fund shares 197,377
Aggregate sale price of securities sold:
State Street Research Tax-Exempt Fund shares $82,945,115
State Street Research New York Tax-Free Fund shares 8,485,727
State Street Research California Tax-Free Fund shares 2,500,419
State Street Research Florida Tax-Free Fund shares 634,627
State Street Research Pennsylvania Tax-Free Fund shares 1,740,169
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$96,306,057
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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 securities issued:
State Street Research Tax-Exempt Fund shares 1,306,970
State Street Research New York Tax-Free Fund shares 370,969
State Street Research California Tax-Free Fund shares 114,458
State Street Research Florida Tax-Free Fund shares 14,950
State Street Research Pennsylvania Tax-Free Fund shares 40,137
Aggregate sale price of securities issued:
State Street Research Tax-Exempt Fund shares $10,324,975
State Street Research New York Tax-Free Fund shares 2,914,774
State Street Research California Tax-Free Fund shares 902,595
State Street Research Florida Tax-Free Fund shares 139,399
State Street Research Pennsylvania Tax-Free Fund shares 379,637
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$14,661,380
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<PAGE>
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): $ 96,306,057
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + $ 14,661,380
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - $143,297,325
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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): - $ 32,329,888
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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 1/2900
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(vii) Fee due [line (i) or line (v) multiplied by line
(vi)] $ 0
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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). [ ]
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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/ Amy L. Simmons
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Amy L. Simmons, Assistant Secretary
Date February 28, 1996
*Please print the name and title of the signing officer below the
signature.
[Goodwin, Procter & Hoar letterhead]
February 28, 1996
State Street Research
Tax Exempt Trust
One Financial Center
Boston, MA 02111
Re: Rule 24f-2 Notice for State Street Research Tax-Exempt Trust
Securities Act Registration No. 33-2703
Investment Company Act File No. 811-4558
Gentlemen:
As counsel to State Street Research Tax-Exempt Trust, a
Massachusetts business trust (the "Trust"), we have been requested to
render this opinion in connection with the filing by the Trust of a Rule
24f-2 Notice with respect to its fiscal year ended December 31, 1995.
Reference is made to Item 10 of the Form 24F-2 to be filed with
the Securities and Exchange Commission in connection with such Notice
wherein the Trust reports the number of shares (the "Shares") representing
interests in the State Street Research Tax-Exempt Fund, State Street
Research New York Tax-Free Fund, State Street Research California Tax-Free
Fund, State Street Research Florida Tax-Free Fund and State Street Research
Pennsylvania Tax-Free Fund series of the Trust sold during the fiscal year
ended December 31, 1995 in reliance upon Rule 24f-2 under the Investment
Company Act of 1940, as amended.
We have examined the Trust's Second Amended and Restated Master
Trust Agreement dated June 5, 1993, as amended, the By-Laws of the Trust,
as amended, the Form 24F-2 of the Trust dated February 28, 1996, certain
resolutions adopted by the Trustees of 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 the laws of any
jurisdiction other than the laws of The Commonwealth of Massachusetts.
Based upon the foregoing, and assuming that all of the Shares were
sold, issued and paid for in accordance with the terms of the applicable
Prospectus and Statement of Additional Information contained in the Trust's
Registration Statement on Form N-1A in effect at the time of sale, in our
opinion the Shares were legally issued and fully paid and non-assessable by
the Trust.
Very truly yours,
/s/ Goodwin, Procter & Hoar
GOODWIN, PROCTER & HOAR
257089.c1
