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 Income 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 High Income Fund
State Street Research Managed Assets
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3. Investment Company Act File Number: 811-4559
Securities Act File Number: 33-2697
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4. Last day of fiscal year for which this notice is filed:
March 31, 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:
State Street Research High Income Fund shares 0
State Street Research Managed Assets 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 High Income Fund shares 0
State Street Research Managed Assets 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 High Income Fund shares 34,874,438
State Street Research Managed Assets shares 12,251,327
Aggregate sale price of securities sold:
State Street Research High Income Fund shares $ 214,518,432
State Street Research Managed Assets shares 131,416,614
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$ 345,935,046
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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 High Income Fund shares 34,874,438
State Street Research Managed Assets shares 12,251,327
Aggregate sale price of securities sold:
State Street Research High Income Fund shares $ 214,518,432
State Street Research Managed Assets shares 131,416,614
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$ 345,935,046
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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 High Income Fund shares 8,103,938
State Street Research Managed Assets shares 4,693,169
Aggregate sale price of securities issued:
State Street Research High Income Fund shares $ 49,327,060
State Street Research Managed Assets shares 49,277,999
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$ 98,605,059
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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): $ 345,935,046
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 98,605,059
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - $ 248,520,023
(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): $196,020,082
(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
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)] $ 59,401
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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:
May 27, 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/Amy L. Simmons
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Amy L. Simmons, Assistant Secretary
Date May 29, 1997
*Please print the name and title of the signing officer below the
signature.
[Letterhead of GOODWIN, PROCTER & HOAR LLP]
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
May 29, 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 Income Trust
Securities Act File No. 33-2697
Investment Company Act File No. 811-4559
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Ladies and Gentlemen:
As counsel to State Street Research Income 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 March 31, 1997.
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 High Income Fund and State Street Research Managed Assets Fund,
each a series of the Registrant, sold during the fiscal year ended March 31,
1997 in reliance upon Rule 24f-2 under the Investment Company Act of 1940, as
amended.
We have examined the Registrant's First Amended and Restated Master
Trust Agreement dated June 1, 1993, as amended, the By-Laws of the Registrant,
as amended, the Rule 24f-2 Notice of the Registrant dated May 29, 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 opinion to the contrary notwithstanding, we render or
imply no opinion with respect to compliance with any applicable securities or
anti-fraud statutes, rules,
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Securities and Exchange Commission
May 29, 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
