SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 29 *
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Telephone Number: 410-547-2000
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
<PAGE>
Approximate Date of Proposed Public Offering
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on (date) pursuant to paragraph (a) of Rule 485
Pursuant to Section 24f-2 of the Securities Act of 1933, the
Registrant has registered an indefinite number of securities and
intends to file a 24f-2 Notice by April 30, 1996. *
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities Being Price Offering Registration
Being Registered Registered Per Unit Price Fee
Capital Stock of $.01 Varying prices calculated
par value per share 8,027,108 as set forth in prospectus None *
Capital Stock of $.01 Varying prices calculated
par value per share 290,000 as set forth in prospectus $100 *
*The calculation of the registration fee was made pursuant to Rule 24e-2 and
was based upon an offering price of $1.00 per share, equal to the net asset *
value as of the close of business on April 1, 1996 pursuant to Rule *
457(c). The total number of shares redeemed during this fiscal year ended
February 29, 1996 amounted to 694,978,667 shares. Of this number of *
shares, -0- shares have been used for reduction pursuant to paragraph (a) of
Rule 24e-2 in all previous filings of post-effective amendments during the
current year, and 686,951,559 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 8,027,108 shares of the redeemed shares for the fiscal year ended *
February 29, 1996 are being used for the reduction in the post-effective *
amendment being filed herein.
<PAGE>
PAGE 3
Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
as amended, the Registrant, T. Rowe Price Tax-Exempt Money Fund, Inc., hereby
submits this Post-Effective Amendment No. 29 to its Registration Statement, *
Form N-1A (SEC File Number 2-67029), pursuant to paragraph (b) of Rule 485
under the Act. The purpose of this Amendment is to register an additional
8,317,108 shares of capital stock of the Fund to be offered under the *
currently effective Prospectus dated July 1, 1995 and to furnish the *
following:
EXHIBIT A: Opinion of Shereff, Friedman, Hoffman & Goodman
as to the legality of the securities being registered.
EXHIBIT B: Representation of Henry H. Hopkins (Counsel for the
Registrant, as required under Rule 485(b)(3) and (e).
It is respectfully requested that this Post-Effective Amendment No. 29 *
become effective immediately upon filing pursuant to paragraph (b) of Rule
485 under the Act.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, this 15th day of April, 1996. *
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
/s/ PATRICE L. BERCHTENBREITER, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ GEORGE J. COLLINS Chairman of the Board April 15, 1996 *
and Director
/s/ CARMEN F. DEYESU Treasurer (Chief
Financial Officer) April 15, 1996 *
/s/ ROBERT P. BLACK Director April 15, 1996 *
/s/ CALVIN W. BURNETT Director April 15, 1996 *
/s/ ANTHONY W. DEERING Director April 15, 1996 *
/s/ F. PIERCE LINAWEAVER Director April 15, 1996 *
/s/ WILLIAM T. REYNOLDS V.P. & Director April 15, 1996 *
/s/ JAMES S. RIEPE V.P. & Director April 15, 1996 *
/s/ JOHN G. SCHREIBER Director April 15, 1996 *
/s/ ANNE MARIE WHITTEMORE Director April 15, 1996 *
EXHIBIT A
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
April 15, 1996
T. Rowe Price Tax-Exempt Money Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Tax-Exempt Money Fund, Inc., a Maryland
corporation (the "Corporation") is filing with the Securities and Exchange
Commission (the "Commission") Post-Effective Amendment No. 29 to its
Registration Statement under the Securities Act of 1933 (the "Act") on
Form N-1A (Securities Act File No. 02-67029) relating, among other things,
to the
registration under the Act of 8,317,108 additional shares of Capital Stock, par
value one cent ($0.01) per share (the "additional shares), which are to be
offered
and sold by the Corporation in the manner and on the terms set forth in the
Prospectus current and effective under the Act at the time of sale. 8,027,108
of the
additional shares are previously outstanding shares of Capital Stock,
par value one
cent ($0.01) per share, of the Corporation which were redeemed by the
Corporation during the fiscal year ended February 29, 1996 but have not
previously been used by the Corporation for a reduction pursuant to paragraph
(a)
of Rule 24e-2 under the Investment Company Act of 1940 (the "1940 Act") during
the current fiscal year or pursuant to paragraph (c) of Rule 24f-2 under the
1940
Act in all previous filings during the current fiscal year.
We have, as counsel, participated in various corporate and other
proceedings relating to the Corporation and to the proposed issuance of the
additional shares. We have examined copies, either certified or otherwise
proven
to our satisfaction to be genuine, of its Charter and By-Laws, as currently
in effect,
and a certificate of recent date issued by the Department of Assessments and
Taxation of the State of Maryland, certifying the existence and good standing of
the Corporation. We have also reviewed the Post-Effective Amendment No.29 on
Form N-1A being filed by the Corporation, and are generally familiar with the
corporate affairs of the Corporation.
Based upon the foregoing, it is our opinion that:
1. The Corporation has been duly organized and is legally existing
under the laws of the State of Maryland.
2. The Corporation is authorized to issue five billion
(5,000,000,000) shares of Capital Stock, par value one cent ($0.01) per share.
Under Maryland law, (a) the number of authorized shares may be increased or
decreased by action of the Board of Directors and (b) shares which were issued
and which have subsequently been redeemed by the Corporation are, by virtue of
such redemption, restored to the status of authorized and unissued shares.
3. Subject to the effectiveness under the Act of the above-
mentioned Post-Effective Amendment No. 29 upon issuance of the additional
shares within the limits prescribed by the Charter of the Corporation for a
consideration of not less than the par value thereof, and not less than the
net asset
value thereof, the additional shares will be legally issued and outstanding
and fully
paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as part of the above-mentioned Post-Effective
Amendment to the Registration Statement, the reference to our firm as counsel
in
the prospectus of the Corporation, and to the filing of this opinion as part
of an
application for registration of the Corporation, its Capital Stock, or both,
under the
securities law of any state. In giving this consent we do not admit that we
come
within the category of persons whose consent is required under Section 7 of
the
Act.
We are members of the Bar of the State of New York and do not
hold ourselves out as being conversant with the laws of any jurisdiction
other than
those of the United States of America and the State of New York. We note
that
we are not licensed to practice law in the State of Maryland, and to the
extent that
any opinion herein involves the law of Maryland, such opinion should be
understood to be based solely upon our review of the documents referred
to
above, the published statutes of the State of Maryland and, where
applicable,
published cases, rules or regulations of regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:LAR:MKN:KLJ:jlk
Exhibit B
April 15, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File Number 2-67029
T. Rowe Price Tax-Exempt Money Fund, Inc.
Gentlemen:
As Legal Counsel for T. Rowe Price Associates, Inc., I work on
various matters involving the T. Rowe Price Tax-Exempt Money Fund,
Inc. ("Registrant") and, in this connection, have read and reviewed
Post-Effective Amendment No. 29 to the Registrant's Registration
Statement, Form N-1A (SEC File Number 2-67029). In accordance with
the provisions of paragraphs (b)(3) and (e) of Rule 485 under the
Securities Act of 1933, as amended, I hereby represent that (i) no
material event requiring disclosure in the Registrant's Prospectus,
other than the one listed in paragraph (b)(1) of Rule 485, has
occurred since the effective date of the Registrant's most recent
Post-Effective Amendment No. 28 and (ii) Post-Effective Amendment
No. 29 does not contain any disclosures which would render such
Amendment ineligible to become effective pursuant to paragraph (b)
of Rule 485.
Sincerely,
/s/ HENRY H. HOPKINS
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<NAME> T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
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