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 issurer: USAA TAX EXEMPT FUND, INC.
10750 Robert F. McDermott Freeway
San Antonio, Texas 78288
2. Name of each series or class of funds for which this notice is filed:
Long-Term Fund California Money Market Fund
Intermediate-Term Fund New York Bond Fund
Short-Term Fund New York Money Market Fund
Tax Exempt Money Market Fund Virginia Bond Fund
California Bond Fund Virginia Money Market Fund
3. Investment Company Act File Number: 811-3333
Securities Act File Number: 2-75093
4. Last day of the fiscal year for which this notice is filed: March 31, 1997
5. Check this 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: Not Applicable
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6): Not 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:
30,728,893 $344,611,610
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0 $0
9. Number and aggregate sale price of securities sold during the fiscal year:
2,484,275,154 $3,695,867,168
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
2,461,883,834 $3,439,530,177
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):
77,228,623 $272,114,519
12. Calculation of registration fees:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 (from
Item 10): $ 3,439,530,177
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 272,114,519
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 3,711,644,696
(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): $ 0
(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 line
(vi)]: $ 0.00
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 issuers 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)* Sherron Kirk
Sherron Kirk, Treasurer
Date May 27, 1997
* Please print the name and title of the signing officer below the
signature.
GOODWIN, PROCTER & HOAR LLP
Counsellors at Law
Exchange Place
Boston, Massachusetts 02109-2881
Telephone (617) 570-1000
Telecopier (617) 523-1231
May 21, 1997
Securities and Exchange commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Rule 24f-2 Notice for USAA Tax Exempt Fund, Inc.
1933 Act File No. 2-75093
Gentlemen:
As counsel to USAA Tax Exempt Fund, Inc., a Maryland corporation (the
"Registrant"), we have been requested to render this opinion in connection with
the filing by the Registrant of a Rule 24f-2 Notice on Form 24f-2 with respect
to its fiscal year ended March 31, 1997 (the "Notice").
Reference is made to Item 10 of the Notice wherein the Registrant reports the
number of shares (the "Shares") of capital stock representing interests in the
Long-Term Fund, Intermediate-Term Fund, Short-Term Fund, Tax Exempt Money Market
Fund, California Bond Fund, California Money Market Fund, New York Bond Fund,
New York Money Market Fund, Virginia Bond Fund and Virginia Money Market Fund
series of the Registrant sold during the fiscal year ended March 31, 1997 in
reliance upon Rule 24f-2 under the Investment Company Act of 1940, as amended.
We have examined the Registrant's Articles of Incorporation, as amended, the
By-Laws of the Registrant, as amended, the Notice, certain resolutions adopted
by the Directors of the Registrant, and such other documents as we deemed
necessary for purposes of this opinion.
Based upon the foregoing, and assuming that all of the shares were sold, issued
and paid for in accordance with the terms of the applicable Prospectus and
Statement of Additional Information contained in the Registrant's Registration
Statement on Form N-1A in effect at the time of sale, in our opinion the Shares
were legally issued and are fully paid and nonassessable.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
