Annual Notice of Securities Sold Pursuant to Rule 24f-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20540
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.
1. Name and address of issuer:
Tax Free Fund of Vermont
128 Merchants Row, Suite 611, Rosemont, VT. 05701
2. Name of each series or class of funds for which this
notice is filed:
Tax Free Fund of Vermont
3. Investment Company Act File Number: N/A
Securities Act File Number: 33-41043
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 A6):
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:
N/A
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
Zero
<PAGE>
9. Number and aggregate sale price of securities sold
during the fiscal year:
No: 113,580 shares Aggregate Sale Price: $1,126,288
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
No: 113,580 shares Aggregate Sale Price: $1,126,288
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):
No: 19,836 shares Aggregate Sale Price: $196,725
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);
$1,126,288
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
$ 196,725
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
$ 1,072,305
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+ NA
(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):
$ 250,708
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6):
x 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by by line (vi)]: $ 75.97
<PAGE>
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]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: 1993
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/ John T. Pearson
John T. Pearson, President
Date: February 27, 1997
* Please print the name and title of the
signing officer below the signature
RYAN SMITH & CARBINE, LTD.
ATTORNEYS AT LAW
98 MERCHANTS ROW - P.O. BOX 310
RUTLAND, VT. 05702-0310
TEL: 802-786-1025 FAX: 802-786-1100
February 23, 1997
RE: Tax-Free Fund of Vermont, Inc.
Registration No. 33-41043
Tax-Free Fund of Vermont, Inc.
110 Merchants Row
Rutland, VT 05701
ATTENTION: John T. Pearson
President
Dear Mr. Pearson:
You have informed me that pursuant to Rule 24f-2 under the Investment Company
Act of 1940 (the "1940 Act"), Tax Free Fund of Vermont, Inc. a Vermont
corporation (the "Fund"), intends to file a Rule 24f-2 Notice with the
Securities and Exchange Commission (the "SEC").
The notice will cover the calendar year January 1, 1996 through December 31,
1996. It will show that the Fund, having elected to register an indefinite
number of shares of common stock, sold during such fiscal year 133,416 shares
of common stock under Rule 24f-2 for such period.
The foregoing sales make definite the number of shares of common stock
registered for such period under the Securities Act of 1933 (the "1933 Act")
pursuant to Rule 24f-2. You have also informed me that all such shares were
issued in accordance with the provisions relating thereto and with the
registration statement filed by the Fund under the 1933 Act.
I have acted as legal counsel to the Fund during the foregoing calendar year.
I have reviewed the Articles of Incorporation of the Fund, its Bylaws, the
1933 and 1940 Acts, and such minutes of the corporate proceedings and other
documents as I deem material to my opinion.
Based upon the foregoing, I am of the opinion that the 133,416 shares of
common stock described in the Rule 24f-2 Notice as having been sold during such
fiscal year were legally issued, fully paid and non-assessable.
I consent to the filing of this opinion with the SEC as an exhibit or
attachment to the foregoing Rule 24f-2 Notice and the Fund's post-effective
amendments to its registration statement under the 1933 and 1940 Acts. I
consent to the reference to me in the prospectus of the Fund as legal counsel
who has passed upon the legality of the offering of such shares of common stock.
I also consent to the filing of this opinion with the securities regulatory
agencies in the states and other jurisdictions in which such shares of common
stock are offered for sale.
Very truly yours,
\s\Thomas M. Dowling
Thomas M. Dowling
A member of the Firm
Ryan Smith & Carbine, Ltd.
TAX FREE FUND OF VERMONT
128 Merchants Row
Rutland, VT. 05701
802-773-0674
800-675-3333
Fax: 802-773-2392
February 21, 1997
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, NW
Washington, DC 20549
Rule 24f-2 Notice for Tax Free Fund of Vermont, Inc.
File No. 33-41043
Dear Sirs:
This Rule 24f-2 Notice is filed for the year ended December 31, 1996. There
were 133,416 shares of common stock of the registrant sold during the
calendar year 1996. All shares were sold in reliance upon registration
pursuant to section 24f-2 of the Investment Company Act of 1940. Enclosed
with this filing is an opinion of counsel relating to the issuance of such
shares. Please deduct the amount of $75.97*, representing the filing fee due
and payable for the registration of such shares, from the restricted account
funds presently on deposit in the Fund's account with you.
Sincerely,
\s\ John T. Pearson
John T. Pearson
President
* This fee is computed by multiplying the amount of $250,708 (comprised of the
actual aggregate sale price of $1,323,013 less the aggregate actual redemption
price of $1,072,305 for such shares) by a fraction equal to 1/33 of 1%.
