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:
CMA Tax-Exempt Fund
P.O. Box 9011
Princeton, N.J. 08543-9011
2. Name of each series or class of funds for which this notice
is filed:
3. Investment Company Act File Number: 811-3111
Securities Act File Number: 2-69877
4. Last day of fiscal year for which this notice is filed:
3/31/96
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 :
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 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
3,555,424,659 shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
25,775,869,013 shares $25,775,869,013
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
22,220,444,354 shares $22,220,444,354
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
252,865,978 shares $252,865,978
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): $22,220,444,354
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + $ 252,865,978
(iii)Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $25,257,428,388
(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 upon
rule 24f-2 [line (i), plus line (ii), $0
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : x 1/2900
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $0
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
/s/Jaclyn Scheck
Jaclyn Scheck, Assistant Secretary
Date May 22, 1996
May 20, 1996
CMA Tax-Exempt Fund
P.O. Box 9011
Princeton, New Jersey 08543-9011
Ladies and Gentlemen:
This opinion is furnished in connection
with the notice (the "Notice") to be filed by
CMA Tax-Exempt Fund, a Massachusetts
business trust (the "Fund"), with the
Securities and Exchange Commission
pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. The
Notice is being filed to make definite the
registration under the Securities Act of 1933,
as amended, of 22,220,444,354 shares of
beneficial interest, par value $0.10 per share,
of the Fund (the "Shares") which were sold
during the Fund's fiscal year ended March
31, 1996.
As counsel for the Fund, we are familiar
with the proceedings taken by it in connection
with the authorization, issuance and sale of
the Shares. In addition, we have examined
and are familiar with the Declaration of Trust
of the Fund, the By-Laws of the Fund and
such other documents as we have deemed
relevant to the matters referred to in this opinion.
Based upon the foregoing, we are of the
opinion that the Shares were legally issued,
fully paid and non-assessable, except that
shareholders of the Fund may under certain
circumstances be held personally liable for
the Fund's obligations.
In rendering this opinion, we have relied
as to matters of Massachusetts law upon an
opinion of Bingham, Dana & Gould, dated
May 17, 1996, rendered to the Fund.
We hereby consent to the filing of this
opinion with the Securities and Exchange
Commission as an attachment to the Notice.
Very truly yours,
