<PAGE> 1
[JOHN HANCOCK LETTERHEAD]
October 16, 1995
United States Securities and Exchange Commission
OFICS Filer Support
SEC Operations Center
6432 General Green Way
Alexandria, Virginia. 22312-2413
Re: Rule 24f-2 Notice for
John Hancock Tax-Exempt Series Fund
Registration Nos. 33-12947
Account No. 0000811921
CIK: 811921
Dear Gentlemen:
The purpose of this letter is to notify the Commission within two (2) months of
the end of the Registrant's Fiscal Year of the number of Registrant's shares
sold during the last fiscal year which are to be registered pursuant to Rule
24f-2 and to pay the appropriate registration fee.
<TABLE>
The information required by the above referenced rule is as follows:
<CAPTION>
Fiscal Year: September 1, 1994 to August 31, 1995
<S> <C>
Number of Shares previously
Registered Other than
Pursuant to Rule 24f-2
Remaining Unsold at
Beginning of Fiscal Year: 0
Number of Shares registered
During Fiscal Year other than
Pursuant to Rule 24f-2: 0
Number of Shares Sold During
Fiscal Year: 1,638,861
Number of Shares previously
Registered Other than
Pursuant to Rule 24f-2
Remaining Unsold at
End of Fiscal Year: 0
Number of Shares Sold During
Fiscal Year Pursuant to
Rule 24f-2: 1,638,861
</TABLE>
<PAGE> 2
United States Securities and Exchange Commission
John Hancock Tax-Exempt Series Fund
October 16, 1995
Page Two
Attached to this Rule 24f-2 Notice, and made part hereof, is an opinion of
counsel indicating that the Securities, the Registration of which the notice
makes definite in number, were legally issued, fully paid and non-assessable by
the Registrant.
<TABLE>
In accordance with subsection (c) of Rule 24f-2, no registration fee for John
Hancock Tax-Exempt Series Fund is due to the Securities and Exchange
Commission. The fee computation is based upon the following:
<S> <C>
(1) Aggregate Sales Price of Shares
Sold During the
Fiscal Year in Reliance Upon
the 24f-2 Declaration (Based
on aggregate sale price for
all shares sold of $19,274,804 less
aggregate sale price of shares
registered pursuant to Rule 24e-2
of none) $19,274,804
Reduced By
(1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year and, (28,634,925)
(2) Aggregate Redemption
Price of Redeemed Shares
Previously Applied by
Fund Pursuant to Rule
24e-2 (a) Filings Made Pursuant
to Section 24(e)(1) of Investment
Company Act of 1940 $0
-----------
Net sales applicable for fee $0
Computation of fee / 2900
-----------
Fee $0
-----------
</TABLE>
<PAGE> 3
United States Securities and Exchange Commission
John Hancock Tax-Exempt Series Fund
October 16, 1995
Page Three
Any questions regarding this matter should be addressed to William H. King,
Associate Treasurer, John Hancock Advisers, Inc., 101 Huntington Avenue, 8th
floor, Boston, MA 02199-7603, (617) 375-1668.
Very truly yours,
William H. King
Associate Treasurer
<PAGE> 4
[JOHN HANCOCK LETTERHEAD]
October 16, 1995
John Hancock Tax-Exempt Series Fund
101 Huntington Avenue
Boston, MA 02199
Re: Rule 24f-2 Notice for John Hancock Tax-Exempt Series Fund
California Portfolio
Massachusetts Portfolio
New York Portfolio
(File Nos. 33-12947; 811-5079) (0000811921)
Ladies and Gentlemen:
In connection with the filing of a Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, making definite the registration
under the Securities Act of 1933 of a total of 1,638,861 shares of the John
Hancock Tax-Exempt Series Fund (the "Fund") sold in reliance upon said
Rule 24f-2 during the fiscal year ended August 31, 1995, it is the opinion of
the undersigned that such shares were legally issued, fully paid and
nonassessable.
In connection with this opinion it should be noted that the Fund is an entity
of the type generally known as a "Massachusetts business trust." Under
Massachusetts law, shareholders of a Massachusetts business trust may be held
personally liable for the obligations of the Fund. However, the Fund's
Declaration of Trust disclaims shareholder liability for obligations of the
Fund and indemnifies any shareholder of the Fund, with such indemnification to
be paid solely out of the assets of the Fund. Therefore, the shareholder's risk
is limited to circumstances in which the assets of the Fund are insufficient to
meet the obligations asserted against such assets.
Sincerely,
JOHN HANCOCK ADVISERS, INC.
/S/ Avery P. Maher
Avery P. Maher
Assistant Secretary
Member of Massachusetts Bar
