U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
NUVEEN MULTISTATE TAX FREE TRUST
333 West Wacker Drive
Chicago, Illinois 60606
2. Name of each series or class of funds for which this
notice is filed:
Nuveen Arizona Tax-Free Value Fund, Class A, C & R
Nuveen Florida Tax-Free Value Fund, Class A, C & R
Nuveen Maryland Tax-Free Value Fund, Class A, C & R
Nuveen Michigan Tax-Free Value Fund, Class A, C & R
Nuveen New Jersey Tax-Free Value Fund, Class A, C & R
Nuveen Pennsylvania Tax-Free Value Fund, Class A, C & R
Nuveen Virginia Tax-Free Value Fund, Class A, C & R
3. Investment Company Act File Number: 811-6435
Securities Act File Number: 33-43285
4. Last day of fiscal year for which this notice is filed:
January 31, 1997
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: N/A
Nuveen Arizona Tax-Free Value Fund, Class A, C & R:
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:
$ - 0 -
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
$ - 0 -
9. Number and aggregate sale price of securities sold
during the fiscal year:
$4,895,804
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$4,895,804
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans; if applicable:
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):
$4,895,804
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
$2,972,706
(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 (iv)] (if
applicable):
$ 1,923,098
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation:
1/3300
(vii) Fee due [line (I) or line (v) multiplied by line
(vi)]:
$582.76
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
NUVEEN MULTISTATE TAX FREE TRUST
333 West Wacker Drive
Chicago, Illinois 60606
2. Name of each series or class of funds for which this
notice is filed:
Nuveen Arizona Tax-Free Value Fund, Class A, C & R
Nuveen Florida Tax-Free Value Fund, Class A, C & R
Nuveen Maryland Tax-Free Value Fund, Class A, C & R
Nuveen Michigan Tax-Free Value Fund, Class A, C & R
Nuveen New Jersey Tax-Free Value Fund, Class A, C & R
Nuveen Pennsylvania Tax-Free Value Fund, Class A, C & R
Nuveen Virginia Tax-Free Value Fund, Class A, C & R
3. Investment Company Act File Number: 811-6435
Securities Act File Number: 33-43285
4. Last day of fiscal year for which this notice is filed:
January 31, 1997
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: N/A
Nuveen Florida Tax-Free Value Fund, Class A, C & R:
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:
$ - 0 -
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
$ - 0 -
9. Number and aggregate sale price of securities sold
during the fiscal year:
$14,744,178
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$14,744,178
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans; if applicable:
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):
$14,744,178
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
$9,057,129
(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 (iv)] (if applicable):
$ 5,687,049
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation:
1/3300
(vii) Fee due [line (I) or line (v) multiplied by line
(vi)]:
$1,723.35
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
NUVEEN MULTISTATE TAX FREE TRUST
333 West Wacker Drive
Chicago, Illinois 60606
2. Name of each series or class of funds for which this
notice is filed:
Nuveen Arizona Tax-Free Value Fund, Class A, C & R
Nuveen Florida Tax-Free Value Fund, Class A, C & R
Nuveen Maryland Tax-Free Value Fund, Class A, C & R
Nuveen Michigan Tax-Free Value Fund, Class A, C & R
Nuveen New Jersey Tax-Free Value Fund, Class A, C & R
Nuveen Pennsylvania Tax-Free Value Fund, Class A, C & R
Nuveen Virginia Tax-Free Value Fund, Class A, C & R
3. Investment Company Act File Number: 811-6435
Securities Act File Number: 33-43285
4. Last day of fiscal year for which this notice is filed: January 31, 1997
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: N/A
Nuveen Maryland Tax-Free Value Fund, Class A, C & R:
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:
$ - 0 -
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
$ - 0 -
9. Number and aggregate sale price of securities sold
during the fiscal year:
$10,793,498
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$10,793,498
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans; if applicable:
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):
$10,793,498
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
$8,005,106
(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 (iv)] (if
applicable):
$ 2,788,392
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation:
1/3300
(vii) Fee due [line (I) or line (v) multiplied by line
(vi)]:
$844.97
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
NUVEEN MULTISTATE TAX FREE TRUST
333 West Wacker Drive
Chicago, Illinois 60606
2. Name of each series or class of funds for which this
notice is filed:
Nuveen Arizona Tax-Free Value Fund, Class A, C & R
Nuveen Florida Tax-Free Value Fund, Class A, C & R
Nuveen Maryland Tax-Free Value Fund, Class A, C & R
Nuveen Michigan Tax-Free Value Fund, Class A, C & R
Nuveen New Jersey Tax-Free Value Fund, Class A, C & R
Nuveen Pennsylvania Tax-Free Value Fund, Class A, C & R
Nuveen Virginia Tax-Free Value Fund, Class A, C & R
3. Investment Company Act File Number: 811-6435
Securities Act File Number: 33-43285
4. Last day of fiscal year for which this notice is filed: January 31, 1997
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: N/A
Nuveen Michigan Tax-Free Value Fund, Class A, C & R:
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:
$ - 0 -
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
$ - 0 -
9. Number and aggregate sale price of securities sold
during the fiscal year:
$5,423,452
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$5,423,452
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans; if applicable:
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):
$5,423,452
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
$6,059,801
(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 (iv)] (if
applicable):
$ - 0 -
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation:
1/3300
(vii) Fee due [line (I) or line (v) multiplied by line
(vi)]:
$ - 0 -
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
NUVEEN MULTISTATE TAX FREE TRUST
333 West Wacker Drive
Chicago, Illinois 60606
2. Name of each series or class of funds for which this
notice is filed:
Nuveen Arizona Tax-Free Value Fund, Class A, C & R
Nuveen Florida Tax-Free Value Fund, Class A, C & R
Nuveen Maryland Tax-Free Value Fund, Class A, C & R
Nuveen Michigan Tax-Free Value Fund, Class A, C & R
Nuveen New Jersey Tax-Free Value Fund, Class A, C & R
Nuveen Pennsylvania Tax-Free Value Fund, Class A, C & R
Nuveen Virginia Tax-Free Value Fund, Class A, C & R
3. Investment Company Act File Number: 811-6435
Securities Act File Number: 33-43285
4. Last day of fiscal year for which this notice is filed:
January 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: N/A
Nuveen New Jersey Tax-Free Value Fund, Class A, C & R:
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:
$ - 0 -
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
$ - 0 -
9. Number and aggregate sale price of securities sold
during the fiscal year:
$14,264,870
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$14,264,870
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans; if applicable:
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):
$14,264,870
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
$7,972,757
(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 (iv)] (if
applicable):
$6,292,113
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation:
1/3300
(vii) Fee due [line (I) or line (v) multiplied by line
(vi)]:
$1,906.70
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
NUVEEN MULTISTATE TAX FREE TRUST
333 West Wacker Drive
Chicago, Illinois 60606
2. Name of each series or class of funds for which this
notice is filed:
Nuveen Arizona Tax-Free Value Fund, Class A, C & R
Nuveen Florida Tax-Free Value Fund, Class A, C & R
Nuveen Maryland Tax-Free Value Fund, Class A, C & R
Nuveen Michigan Tax-Free Value Fund, Class A, C & R
Nuveen New Jersey Tax-Free Value Fund, Class A, C & R
Nuveen Pennsylvania Tax-Free Value Fund, Class A, C & R
Nuveen Virginia Tax-Free Value Fund, Class A, C & R
3. Investment Company Act File Number: 811-6435
Securities Act File Number: 33-43285
4. Last day of fiscal year for which this notice is filed:
January 31, 1997
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: N/A
Nuveen Pennsylvania Tax-Free Value Fund, Class A, C & R:
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:
$ - 0 -
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
$ - 0 -
9. Number and aggregate sale price of securities sold
during the fiscal year:
$12,601,029
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$12,601,029
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans; if applicable:
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):
$12,601,029
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
$7,981,031
(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 (iv)] (if
applicable):
$ 4,619,998
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation:
1/3300
(vii) Fee due [line (I) or line (v) multiplied by line
(vi)]:
$1,400.00
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
NUVEEN MULTISTATE TAX FREE TRUST
333 West Wacker Drive
Chicago, Illinois 60606
2. Name of each series or class of funds for which this
notice is filed:
Nuveen Arizona Tax-Free Value Fund, Class A, C & R
Nuveen Florida Tax-Free Value Fund, Class A, C & R
Nuveen Maryland Tax-Free Value Fund, Class A, C & R
Nuveen Michigan Tax-Free Value Fund, Class A, C & R
Nuveen New Jersey Tax-Free Value Fund, Class A, C & R
Nuveen Pennsylvania Tax-Free Value Fund, Class A, C & R
Nuveen Virginia Tax-Free Value Fund, Class A, C & R
3. Investment Company Act File Number: 811-6435
Securities Act File Number: 33-43285
4. Last day of fiscal year for which this notice is filed:
January 31, 1997
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: N/A
Nuveen Virginia Tax-Free Value Fund, Class A, C & R:
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:
$ - 0 -
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
$ - 0 -
9. Number and aggregate sale price of securities sold
during the fiscal year:
$9,839,924
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$9,839,924
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans; if applicable:
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):
$9,839,924
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
$7,090,482
(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 (iv)] (if
applicable):
$2,749,442
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation:
1/3300
(vii) Fee due [line (I) or line (v) multiplied by line
(vi)]:
$ 833.16
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: March 28, 1997.
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:
Gifford R. Zimmerman
Vice President and Assistant Secretary
Date: March 31, 1997
Exhibit: Opinion of Counsel
March 31, 1997
Nuveen Multistate Tax-Free Trust
333 West Wacker Drive
Chicago, Illinois 60606
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as counsel to Nuveen Multistate Tax-Free Trust, a
Massachusetts business trust (the "Trust"), with respect to the
following series of the Trust: Nuveen Arizona Tax-Free Value
Fund, Nuveen Florida Tax-Free Value Fund, Nuveen Maryland Tax-
Free Value Fund, Nuveen Michigan Tax-Free Value Fund, Nuveen New
Jersey Tax-Free Value Fund, Nuveen Pennsylvania Tax-Free Value
Fund and Nuveen Virginia Tax-Free Value Fund (collectively, the
"Series"), in connection with the Trust's registration, pursuant
to Rule 24f-2 under the Investment Company Act of 1940 (the "1940
Act"), as amended, of an indefinite number of its Shares of
Beneficial Interest, par value $.01 per share, designated as (i)
Class A Common Shares, (the "Class A Shares"), (ii) Class C
Common Shares, (the "Class C Shares"), and (iii) Class R Common
Shares (the "Class R Shares,") (such Class A Shares, Class C
Shares and Class R Shares referred to collectively herein as the
"Shares") under the Securities Act of 1933 (the "1933 Act"). We
understand that, pursuant to such Rule 24f-2, the Trust proposes
to file notices (the "Notices") with the Securities and Exchange
Commission (the "Commission") with respect to the fiscal year
ended January 31, 1997, in order to make definite in number the
registration of the Shares in the aggregate amount of
$72,562,755. This opinion is being delivered to you in
connection with the Trust's filing of such Notice.
In connection with this opinion, we have reviewed, among other
things, executed copies of the following documents:
(a) a certificate of the Secretary of State of the Commonwealth
of Massachusetts as to the existence of the Trust;
(b) copies, certified by the Secretary of State of the
Commonwealth of Massachusetts, of the Trust's Declaration of
Trust and of all amendments thereto on file in the office of the
Secretary of State;
(c) a certificate executed by H. William Stabenow, the Treasurer
of the Trust, as to the issuance of the Shares in accordance with
the Trust's Declaration of Trust and By-Laws and as to the
receipt by the Trust of the net asset value of the Shares covered
by the Notice; and
(d) a certificate executed by Karen L. Healy, an Assistant
Secretary of the Trust, certifying as to, and attaching copies
of, the Trust's Declaration of Trust and By-Laws, and certain
resolutions of the Board of Trustees of the Trust (the "Board")
authorizing the issuance of the Shares covered by the Notice.
In our capacity as counsel to the Trust, we have examined the
originals, or certified, conformed or reproduced copies, of all
records, agreements, instruments and documents as we have deemed
relevant or necessary as the basis for the opinion hereinafter
expressed. In all such examinations, we have assumed the legal
capacity of all natural persons executing documents, the
genuineness of all signatures, the authenticity of all original
or certified copies, and the conformity to original or certified
copies of all copies submitted to us as conformed or reproduced
copies. As to various questions of fact relevant to such
opinion, we have relied upon, and assume the accuracy of,
certificates and oral or written statements of public officials
and officers or representatives of the Trust.
Based upon and subject to, the limitations set forth herein, we
are of the opinion that the Shares in the aggregate amount of
$72,562,755 covered by the Notice, when issued, were legally
issued, fully paid, and nonassessable, except that, as set
forth in the Trust's registration statement
as currently in effect filed with the Commission pursuant to the
1933 Act, shareholders of the Trust may, under certain
circumstances, be held personally liable for its obligations.
The opinion expressed herein is limited to the laws of the
commonwealth of Massachusetts.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
Thomas S. Harman
