1. Name and address of issuer:
Pioneer Intermediate Tax-Free Fund
60 State Street
Boston, MA 02109-1820
2. Name of each series or class of funds for which this notice is filed:
Pioneer Intermediate Tax-Free Fund - Class A Shares
Pioneer Intermeidate Tax-Free Fund - Class B Shares
3. Investment Company Act File Number: 811-4768
Securities Act File Number: 33-7592
4. Last day of fiscal year for which this notice is filed: December 31, 1995
5. Check box if this notice is being filed more than 180 days after the close
of the fiscal year but before termination of the issuer's 24f-2 declar-
ation: N/A
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): N/A
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: 0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal year:
Shares: 701,444
Aggregate Sale Price: $7,243,630
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Shares: 701,444
Aggregate Sale Price: $7,243,630
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):
Shares: 239,154
Aggregate Sale Price: $2,437,890
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): $ 7,243,630
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): $ 2,437,890
(iii)Aggregate price of shares redeemed or repurchas-
ed during the fiscal year (if applicable): $ 9,681,520
(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): $0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): 1/2900
(vii)Fee due [line (i) or line (v) multiplied by
line (vi)]: $0.00
Instruction: Issuers should complete line (ii), (iii), 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' Rules of Informal and Other
Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's
lock-box depository: N/A
SIGNATURES
This report has been signed below the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)
/s/Robert P. Nault
Assistant Secretary
Date: February 29, 1996
February 27, 1996
Pioneer Intermediate Tax-Free Fund
60 State Street
Boston, MA 02109
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
Pioneer Intermediate Tax-Free Fund (the "Fund") is a Massachusetts business
trust created under a written Declaration of Trust dated July 24, 1986, and
executed and delivered on such date in Boston, Massachusetts, as amended and
restated on December 7, 1993, as further amended on March 7, 1994 and November
7, 1995 (as so amended and restated, the "Declaration of Trust"). The beneficial
interests thereunder are represented by transferable shares of beneficial
interest, without par value.
The Trustees of the Fund have the powers set forth in the Declaration of Trust,
subject to the terms, provisions and conditions therein provided. Pursuant to
Article V, Section 5.1 of the Declaration of Trust, the number of shares of
beneficial interest authorized to be issued under the Declaration of Trust is
unlimited and the Trustees are authorized to divide the shares into one or more
series of shares and one or more classes thereof as they deem necessary or
desirable. Pursuant to Article V, Section 5.4 of the Declaration of Trust, the
Trustees may issue shares of any series for such amount and type of
consideration, including cash or property, and on such terms as they may deem
best without action or approval of the shareholders.
We understand that, pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended (the "1940 Act"), the Fund has registered an indefinite number
of shares of beneficial interest under the Securities Act of 1933, as amended
(the "1933 Act").
We understand that you are about to file with the Securities and Exchange
Commission a notice on Form 24F-2 pursuant to Rule 24f-2 (the "Rule 24f-2
Notice") making definite the registration of 701,444 shares of beneficial
interest of the Fund (the "Shares") sold in reliance upon said Rule 24f-2 during
the fiscal year ended December 31, 1995.
We have examined the Declaration of Trust, the By-laws, resolutions of the Board
of Trustees, a certificate of an Officer of the Fund to the effect that the Fund
or its agent received the consideration for the Shares in accordance with the
terms of the Declaration of Trust, and such other documents as we have deemed
necessary or appropriate for the purposes of this opinion, including, but not
limited to, originals, or copies certified or otherwise identified to our
satisfaction, of such documents, Trust records and other instruments. In our
examination of the above documents, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, the authenticity of the originals of such latter
documents and the legal competence of each individual executing any documents.
For purposes of this opinion letter, we have not made an independent review of
the laws of any state or jurisdiction other than The Commonwealth of
Massachusetts and express no opinion with respect to the laws of any
jurisdiction other than the laws of The Commonwealth of Massachusetts. Further,
we express no opinion as to compliance with any state or federal securities
laws, including the securities laws of The Commonwealth of Massachusetts.
Our opinion below, as it relates to the nonassessability of the shares of the
Fund, is qualified to the extent that under Massachusetts law, shareholders of a
Massachusetts business trust, such as the Fund, may be held personally liable
for the obligations of such Trust. In this regard, however, please be advised
that the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Fund and provides that notice of such disclaimer may be given
in each note, bond, contract, certificate or undertaking made or issued by or on
behalf of the Fund. Also, the Declaration of Trust provides for indemnification
out of Fund property for all loss and expense of any shareholder held personally
liable solely by reason of his being or having been a shareholder of the Fund;
provided, however, that no Fundt property may be used to indemnify any
shareholder of any series of the Fund other than Fund property allocated or
belonging to that series.
We are of the opinion that all necessary Fund action precedent to the issuance
of the Shares has been duly taken, and that the Shares were legally and validly
issued, and are fully paid and non-assessable by the Fund, subject to compliance
with the 1933 Act, the 1940 Act and the applicable state laws regulating the
sale of securities.
We consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above. Except as
provided in this paragraph, this opinion may not be relied upon by, or filed
with, any other parties or used for any other purpose.
Very truly yours,
/s/Hale and Dorr
HALE AND DORR
