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:
State Street Research Tax-Exempt Trust
One Financial Center
Boston, MA 02111
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
3. Investment Company Act File Number: 811-4558
Securities Act File Number: 33-2703
- --------------------------------------------------------------------------------
4. Last day of fiscal year for which this notice is filed: December 31, 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 rule 24f-2(a)(1), if
applicable (see Instruction A.6):
- --------------------------------------------------------------------------------
<PAGE>
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
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
9. Number and aggregate sale price of securities sold during the fiscal year:
Number of securities sold:
State Street Research Tax-Exempt Fund shares 5,209,865
State Street Research New York Tax-Free Fund shares 1,108,835
Aggregate sale price of securities sold:
State Street Research Tax-Exempt Fund shares $42,301,000
State Street Research New York Tax-Free Fund shares 9,042,669
-----------
$51,343,669
===========
- --------------------------------------------------------------------------------
<PAGE>
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 5,209,865
State Street Research New York Tax-Free Fund shares 1,108,835
Aggregate sale price of securities sold:
State Street Research Tax-Exempt Fund shares $42,301,000
State Street Research New York Tax-Free Fund shares 9,042,669
-----------
$51,343,669
===========
- --------------------------------------------------------------------------------
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 1,258,273
State Street Research New York Tax-Free Fund shares 325,272
Aggregate sale price of securities issued:
State Street Research Tax-Exempt Fund shares $9,957,886
State Street Research New York Tax-Free Fund shares 2,619,797
-----------
$12,577,683
===========
- --------------------------------------------------------------------------------
<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): $ 51,343,669
--------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + $ 12,577,683
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - $103,870,693
--------------
(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
--------------
(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): - $ 39,949,341
--------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/3300
--------------
(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
Informal and Other Procedures (17 CFR 202.3a). [ ]
- --------------------------------------------------------------------------------
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
------------------------
Amy L. Simmons, Assistant Secretary
Date February 25, 1997
*Please print the name and title of the signing officer below the
signature.
February 25, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for State Street Research Tax-Exempt Trust
Securities Act File No. 33-2703
Investment Company Act File No. 811-4558
- --------------------------------------------------------------------------------
Ladies and Gentlemen:
As counsel to State Street Research Tax-Exempt Trust (the "Registrant"), we
have been requested to render this opinion in connection with the filing by the
Registrant of a Rule 24f-2 Notice on Form 24F-2 with respect to its fiscal
year ended December 31, 1996.
Reference is made to Item 10 of such Notice wherein the Registrant reports
the number of shares (the "Shares") representing interests in State Street
Research Tax-Exempt Fund and State Street Research New York Tax-Free Fund, each
a series of the Registrant, sold during the fiscal year ended December 31, 1996
in reliance upon Rule 24f-2 under the Investment Company Act of 1940, as
amended.
We have examined the Registrant's Second Amended and Restated Master Trust
Agreement dated June 5, 1993, as amended, the By-Laws of the Registrant, as
amended, the Rule 24f-2 Notice of the Registrant dated February 25, 1997,
certain resolutions adopted by the Trustees of the Registrant, and such other
documents as we deemed necessary for purposes of this opinion.
We have made such examination of Massachusetts law as in our judgment is
necessary and appropriate for the purposes of this opinion. Members of this
firm are admitted to practice in the Commonwealth of Massachusetts and certain
other jurisdictions; however, we render no opinion herein with respect to the
laws of any jurisdiction other than the Commonwealth of Massachusetts. Nothing
contained herein shall be deemed to be an opinion as to any law other than the
laws of the Commonwealth of Massachusetts.
Anything in this opinioin to the contrary notwithstanding, we render or
imply no opinion with respect to compliance with any applicable securities or
anti-fraud statutes, rules,
<PAGE>
GOODWIN, PROCTER & HOAR LLP
Securities and Exchange Commission
February 25, 1997
Page 2
regulations or other similar laws of any state (including Massachusetts) or
the United States of America.
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 Registrant'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 Registrant.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
-------------------------------
GOODWIN, PROCTER & HOAR LLP
/hex
36366.c1
