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 Financial 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 Government Income Fund
State Street Research Strategic Portfolios: Moderate
State Street Research Strategic Portfolios: Aggressive
State Street Research Strategic Portfolios: Conservative
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3. Investment Company Act File Number: 811-4911
Securities Act File Number: 33-10327
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4. Last day of fiscal year for which this notice is filed: October 31, 1996
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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 issuers'
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 Government Income Fund shares 0
State Street Research Strategic Portfolios: Moderate shares 0
State Street Research Strategic Portfolios: Aggressive shares 0
State Street Research Strategic Portfolios: Conservative 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 Government Income Fund shares 0
State Street Research Strategic Portfolios: Moderate shares 0
State Street Research Strategic Portfolios: Aggressive shares 0
State Street Research Strategic Portfolios: Conservative 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 Government Income Fund shares 5,767,483
State Street Research Strategic Portfolios: Moderate shares 1,373,024
State Street Research Strategic Portfolios: Aggressive shares 5,031,860
State Street Research Strategic Portfolios: Conservative shares 3,511,159
Aggregate sale price of securities sold:
State Street Research Government Income Fund shares $ 72,187,387
State Street Research Strategic Portfolios: Moderate shares 14,756,256
State Street Research Strategic Portfolios: Aggressive shares 58,556,573
State Street Research Strategic Portfolios: Conservative
shares 37,399,443
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$182,899,659
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<PAGE>
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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 Government Income Fund shares 5,767,483
State Street Research Strategic Portfolios: Moderate shares 1,373,024
State Street Research Strategic Portfolios: Aggressive shares 5,031,860
State Street Research Strategic Portfolios: Conservative shares 3,511,159
Aggregate sale price of securities sold:
State Street Research Government Income Fund shares $ 72,187,387
State Street Research Strategic Portfolios: Moderate shares 14,756,256
State Street Research Strategic Portfolios: Aggressive shares 58,556,573
State Street Research Strategic Portfolios: Conservative
shares 37,399,443
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$182,899,659
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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 Government Income Fund shares 2,057,718
State Street Research Strategic Portfolios: Moderate shares 47,952
State Street Research Strategic Portfolios: Aggressive shares 135,111
State Street Research Strategic Portfolios: Conservative shares 88,424
Aggregate sale price of securities issued:
State Street Research Government Income Fund shares $25,520,308
State Street Research Strategic Portfolios: Moderate shares 510,768
State Street Research Strategic Portfolios: Aggressive shares 1,482,223
State Street Research Strategic Portfolios: Conservative
shares 923,443
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$28,436,742
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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): $182,899,659
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 28,436,742
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -261,169,603
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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): -49,833,202
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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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of
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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 December 20, 1996
*Please print the name and title of the signing officer below the signature.
[letterhead of GOODWIN, PROCTER & HOAR LLP,
EXCHANGE PLACE,
BOSTON, MASSACHUSETTS 02109-2881]
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
December 20, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for State Street Research Financial Trust
Securities Act File No. 33-10327
Investment Company Act File No. 811-4911
Ladies and Gentlemen:
As counsel to State Street Research Financial 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 October 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 Government Income Fund, State Street Research Strategic
Portfolios: Moderate, State Street Research Strategic Portfolios: Aggressive and
State Street Research Strategic Portfolios: Conservative, each a series of the
Registrant, sold during the fiscal year ended October 31, 1996 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 December 20, 1996,
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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GOODWIN, PROCTER & HOAR LLP
Securities and Exchange Commission
December 20, 1996
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
