US SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and Address of Issuer:
Landmark Tax Free Income Funds
6 St. James Avenue, 9th Floor
Boston, Massachusetts 02116
2. Name of each series or class of funds for which this notice is filed:
Landmark National Tax Free Income Fund
3. Investment Company Act File Number:
811-5034
Securities Act File Number:
33-5819
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):
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:
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal
year:
92,257.183 shares $950,183.72
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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:
92,257.183 shares $950,183.72
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):
9,708.352 shares $99,169.28
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):
$950,183.72
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable):
+ $99,169.28
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable):
- $270,666.67
(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):
$778,686.33
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see Instruction C.6):
X 0.00030303
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]:
$235.97
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).
[X]
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 19, 1997
Signatures
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the date indicated.
By (Signature and Title)*: John R. Elder
John R. Elder, Treasurer
Date: February 21, 1997
*Please print the name and title of the signing officer below the signature.
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BINGHAM, DANA & GOULD LLP
150 Federal Street
Boston, Massachusetts 02110
Tel: 617-951-8000
Fax: 617-951-8736
February 21, 1997
Landmark Tax Free Income Funds
6 St. James Avenue
Boston, MA 02116
Re: Rule 24f-2 Notice
Dear Sir or Madam:
We have acted as counsel to Landmark Tax Free Income Funds, a
Massachusetts business trust (the "Trust"), in connection with the Trust's
registration, pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended, of an indefinite number of Shares of Beneficial Interest (without
par value) of its series known as Landmark National Tax Free Income Fund (the
"Shares") under the Securities Act of 1933, as amended (the "1933 Act"). We
understand that, pursuant to such Rule 24f-2, the Trust proposes to file a
notice (the "Notice") with the Securities and Exchange Commission (the
"Commission") on February 21, 1997, with respect to the fiscal year of Landmark
National Tax Free Income Fund ended December 31, 1996, in order to make
definite in number the registration of 92,257.183 Shares. This opinion is being
furnished with a view to your filing the same with the Commission in
conjunction with the filing of the Notice.
In connection with this opinion, we have examined the following described
documents:
(a) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Trust;
(b) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all amendments
thereto
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on file in the office of the Secretary of State of the Commonwealth of
Massachusetts;
(c) a certificate executed by John R. Elder, the Treasurer of the Trust,
as to the issuance of the Shares in accordance with the Trust's Declaration of
Trust and By-Laws and as to the receipt by the Trust of the net asset value of
the Shares covered by the Notice; and
(d) a certificate executed by Linda T. Gibson, the Secretary of the Trust,
certifying as to, and attaching copies of, the Trust's Declaration of Trust and
all amendments thereto, the Trust's By-Laws and all amendments thereto and
certain votes of the Trustees of the Trust authorizing the issuance of the
Shares covered by the Notice.
In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each individual
executing any document.
This opinion is based entirely on our review of the documents listed
above. We have made no other review or investigation of any kind whatsoever,
and we have assumed, without independent inquiry, the accuracy of the
information set forth in such documents.
This opinion is limited solely to the internal substantive laws of the
Commonwealth of Massachusetts as applied by courts in such Commonwealth (other
than Massachusetts securities laws, with respect to which we express no
opinion), to the extent such laws may apply to or govern the matters covered by
this opinion.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that the 92,257.183 Shares covered by the Notice were legally issued
and (to the extent still outstanding) are fully paid and
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nonassessable, except that shareholders of the Trust may under certain
circumstances be held personally liable for its obligations.
Very truly yours,
BINGHAM, DANA & GOULD LLP
Bingham, Dana & Gould LLP
