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
- --------------------------------------------------------------------------------
1. Name and address of issuer:
State Street Research Portfolios, Inc.
One Madison Avenue
New York, NY 10010
- --------------------------------------------------------------------------------
2. Name of each series or class of funds for which this notice is filed:
State Street Research International Equity Fund
State Street Research International Fixed Income Fund
- --------------------------------------------------------------------------------
3. Investment Company Act File Number: 811-6375
Securities Act File Number: 33-42129
- --------------------------------------------------------------------------------
4. Last day of fiscal year for which this notice is filed: October 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 issuers'
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:
State Street Research International Equity Fund shares 0
State Street Research International Fixed Income Fund shares 0
- --------------------------------------------------------------------------------
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
State Street Research International Equity Fund shares 0
State Street Research International Fixed Income Fund shares 0
- --------------------------------------------------------------------------------
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number of securities sold:
State Street Research International Equity Fund shares 4,191,894
State Street Research International Fixed Income Fund shares 1,117,728
Aggregate sale price of securities sold:
State Street Research International Equity Fund shares $40,581,794
State Street Research International Fixed Income Fund shares 9,471,127
-----------
$50,052,921
===========
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
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 International Equity Fund shares 4,191,894
State Street Research International Fixed Income Fund shares 1,117,728
Aggregate sale price of securities sold:
State Street Research International Equity Fund shares $40,581,794
State Street Research International Fixed Income Fund shares 9,471,127
-----------
$50,052,921
===========
- --------------------------------------------------------------------------------
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 International Equity Fund shares 0
State Street Research International Fixed Income Fund shares 61,105
Aggregate sale price of securities issued:
State Street Research International Equity Fund shares $ 0
State Street Research International Fixed Income Fund shares 520,011
----------
$ 520,011
==========
- --------------------------------------------------------------------------------
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): $50,052,921
-----------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 520,011
-----------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -52,518,893
-----------
(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): - 1,945,961
-----------
(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
-----------
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)] $ 0
-----------
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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
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/ Patricia S. Worthington
---------------------------
Patricia S. Worthington
Secretary
Date December 20, 1996
*Please print the name and title of the signing officer below the signature.
[Letterhead of Metropolitan Life Insurance Company
One Madison Avenue,
New York, NY 10010]
State Street Research Portfolios, Inc.
One Madison Avenue
New York, New York 10010
Re: Form 24F-2 for
State Street Research Portfolios, Inc.
File No. 33-42129
Registration File No. 811-6375
Gentlemen:
In connection with the filing of Form 24F-2 (the "Form") under Rule 24f-2 of the
Investment Company Act of 1940, I am furnishing the opinion set forth below.
For such purpose, I have reviewed the Certificate of Incorporation of State
Street Research Portfolios, Inc., a Maryland Corporation ("Portfolios"), the
resolutions of the Board of Directors of Portfolios and such other documents and
such questions of law as I have deemed necessary or advisable.
On the basis of such review, it is my opinion that when the 1,117,728 shares of
State Street Research International Fixed Income Fund common stock and the
4,191,894 shares of State Street Research International Equity Fund common
stock, all par value $0.01 per share, referred to in Item 10 of the Form, were
sold during the fiscal year of Portfolios ended October 31, 1996, in reliance
upon registration pursuant to Rule 24f-2 and in accordance with the currently
effective prospectus of Portfolios, such shares were legally issued, fully paid
and non-assessable.
Very truly yours,
/s/Patricia S. Worthington
- --------------------------
Patricia S. Worthington
Associate Counsel
& Assistant Compliance Director
December 20, 1996
24f-2\port
