U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24f-2
1. Name and address of issuer:
Leahi Investment Trust
Ward Plaza, 210 Ward Avenue, Suite 129, Honolulu, Hawaii 96814
2. Name of each series or class of funds for which this notice is filed:
Leahi Tax-Free Income Trust
3. Investment Company Act File Number: 811-5321
Securities Act File Number: 33-17022
4. Last day of fiscal year for which this notice is filed: September 30, 1995
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:
Number - 793,698 Aggregate Sale Price - $5,693,362
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
Number - 793,698 Aggregate Sale Price - $5,693,362
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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):
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):
$5,693,362
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
+-------------------
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable:
-$7,139,863
(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):
($1,446,501)
(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
(viii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0
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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 (17CFR 202.3a).
__
\_\
Date of mailing or wire transfer of Filing fees to the Commissions lockbox
depository:
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/ Dianne Qualtrough
President
Date: November 1, 1995
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Exhibit 5
November 6, 1995
Leahi Tax-Free Investment Trust
Ward Plaza
210 Ward Avenue
Suite 129
Honolulu, Hawaii 96814
Ladies and Gentlemen:
This opinion is being delivered to you in connection with your
Registration Statement on Form N-1A under the Securities Act of 1933, as
amended, under which you have registered an indefinite number of shares of
beneficial interest, $0.01 par value per share, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended. In particular, this opinion relates
to the notice which you are filing under Rule 24f-2 (the "Rule 24f-2 Notice")
which makes definite in number the 793,698 shares of beneficial interest, $0.01
par value per share, which you sold in the year ended September 30, 1995 (the
"Shares").
We have made such inquiry of your officers and trustees and have
examined such corporate documents, records and certificates and other documents
and such questions of law as we have deemed necessary for the purposes of this
opinion.
In rendering this opinion, we have relied, with your approval, as to
all questions of fact material to this opinion, upon certificates of public
officials and of your officers and have assumed, with your approval, that the
signatures on all documents examined by us are genuine, which facts we have not
independently verified.
Based upon and subject to the foregoing, we are of the opinion that the
Shares were legally and validly issued, fully paid and nonassessable.
With respect to the opinion stated above, we wish to point out that the
shareholders of a Massachusetts business trust may, under some circumstances, be
subject to assessment at the instance of creditors to pay the obligations of
such trust in the event that its assets are insufficient for the purpose.
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We hereby consent to your attaching this opinion to the Rule 24f-2
Notice and making it a part thereof. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
SULLIVAN & WORCESTER
A Registered Limited Liability Partnership
