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.
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1. Name and address of issuer: The Rodney Square Tax-Exempt Fund
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
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2. Name of each series or class of The Rodney Square Tax-Exempt Fund
funds for which this notice is
filed:
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3. Investment Company Act File Number:
Securities Act File Number: 2-99436
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4. Last day of fiscal year for which
this notice is filed: September 30, 1996
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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: [ ]
[ ]
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6. Date of termination of issuer's
declaration under rule 24f-2(a)(1),
if applicable (see Instruction
A.6): N/A
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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
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8. Number and amount of securities
registered during the fiscal year
other than pursuant to rule 24f-2: $88,035,876
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9. Number and aggregate sale price of
securities sold during the fiscal
year: $2,137,883,514
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10. Number and aggregate sale price of
securities sold during the fiscal
year in reliance upon registration
pursuant to rule 24f-2: $2,049,847,638
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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): $289,502
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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): $2,049,847,638
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if
applicable): + 289,502
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(iii) Aggregate price of shares
redeemed or repurchased
during the fiscal year (if
applicable): - 2,050,137,140
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(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
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(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
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(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
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(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: 0
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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.
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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 Commission's
lockbox depository: N/A
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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/ Diane D. Marky
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Diane D. Marky,
Assistant Secretary
Date: November 25, 1996
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* Please print the name and title of the signing officer below the
signature.
ARTHUR J. BROWN
(202) 778-9046
[email protected]
November 20, 1996
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, 1996.
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, 1996,
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.
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: Arthur J. Brown
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Arthur J. Brown
