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 THE FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
- - - - - - ------------------------------------------------------------------------------
1. Name and address of issuer: The Rodney Square Tax-
Exempt Fund
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
- - - - - - ------------------------------------------------------------------------------
2. Name of each series or class of
funds for which this notice is
filed:
- - - - - - ------------------------------------------------------------------------------
3. Investment Company Act File Number: 811-4372
Securities Act File Number: 2-99436
- - - - - - ------------------------------------------------------------------------------
4. Last day of fiscal year for which
this notice is filed: September 30, 1995
- - - - - - ------------------------------------------------------------------------------
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 I---I
declaration: I I
I---I
- - - - - - ------------------------------------------------------------------------------
6. Date of termination of issuer's
declaration under rule 24f-2(a)(1),
if applicable (see Instruction
A.6): N/A
- - - - - - ------------------------------------------------------------------------------
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: 17,389,773
- - - - - - ------------------------------------------------------------------------------
9. Number and aggregate sale price of
securities sold during the fiscal
year: $ 2,175,933,192
- - - - - - ------------------------------------------------------------------------------
10. Number and aggregate sale price of
securities sold during the fiscal
year in reliance upon registration
pursuant to rule 24f-2: $ 2,158,543,419
- - - - - - ------------------------------------------------------------------------------
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): $ 314,985
- - - - - - ------------------------------------------------------------------------------
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): $ 2,158,543,419
--------------
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if
applicable): + 314,985
--------------
(iii) Aggregate price of shares
redeemed or repurchased
during the fiscal year (if
applicable): - 2,158,858,404
--------------
(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 1/2900
--------------
(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 I---I
Procedures (17 CFR 202.3a). I I
I---I
Date of mailing or wire transfer
of filing fees to Commission's
lockbox depository: N/A
- - - - - - ------------------------------------------------------------------------------
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/ Marilyn Talman
-----------------------------
Marilyn Talman, Secretary
Date: November 29, 1995
-----------------
* Please print the name and title of the signing officer below the
signature.
--------------------------
KIRKPATRICK & LOCKHART LLP
--------------------------
SOUTH LOBBY, NINTH FLOOR
1800 M STREET, N.W.
WASHINGTON, DC 20036-5891
TELEPHONE (202) 778-9000
FACSIMILE (202) 778-9100
ARTHUR J. BROWN
(202) 778-9046
[email protected]
November 16, 1995
The Rodney Square Tax-Exempt Fund
Rodney Square North
Wilmington, Delaware 19890
Dear Sir or Madam:
The Rodney Square Tax-Exempt Fund (the "Fund") is a business trust
established under Massachusetts law by Declaration of Trust, dated July 31,
1985, as amended September 6, 1991 and February 15, 1993. We understand that
the Fund is about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended ("1940 Act"), for the purpose of
making definite the number of shares which are registered under the Securities
Act of 1933, as amended ("1933 Act"), and which it sold during its fiscal year
ended September 30, 1995.
We have, as counsel, participated in various business and other
proceedings relating to the Fund. We have examined copies, either certified or
otherwise proved to be genuine, of its Declaration of Trust, as amended, and By-
Laws, as now in effect, the minutes of meetings of its board of trustees and
other documents relating to its organization and operation, and we are
generally familiar with its affairs. Based upon the foregoing, it is our
opinion that the shares of beneficial interest in the Fund sold during the
Fund's fiscal year ended September 30, 1995, the registration of which will be
made definite by the filing of a Rule 24f-2 Notice, were legally issued, fully
paid and non-assessable. We express no opinion as to compliance with the 1933
Act, the 1940 Act or applicable state securities laws in connection with the
sales of shares of beneficial interest.
DC-230895.1
BOSTON . HARRISBURG . MIAMI . NEW YORK . PITTSBURGH . WASHINGTON
<PAGE>
--------------------------
KIRKPATRICK & LOCKHART LLP
--------------------------
The Rodney Square Tax-Exempt Fund
November 16, 1995
Page 2
The Fund is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund. The
Declaration of Trust states that creditors of, contractors with and claimants
against the Fund shall look only to the assets of the Fund for payment. It also
states that every note, bond, contract, or other undertaking issued by or on
behalf of the Fund or the trustees relating to the Fund shall include a
recitation limiting the obligation represented thereby to the Fund and its
assets. The Declaration of Trust further provides: (i) for indemnification from
Fund assets, as appropriate, for all losses and expenses of any shareholder
held personally liable for the obligations of the Fund by virtue of ownership
of shares of the Fund; and (ii) for the Fund to assume the defense of any claim
against the shareholder for any act or obligation of the Fund. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the Fund would be unable to meet its
obligations.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice which
you are about to file with the Securities and Exchange Commission. We also
consent to the reference to our firm under the caption "Other Information -
Legal Counsel" in the statement of additional information incorporated by
reference into the prospectus of the Fund, filed as part of the Fund's
Registration Statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Arthur Brown
---------------------------------
Arthur J. Brown
