Katherine P. Feld [logo] OppenheimerFunds
Vice President & Oppenheimer Management Corporation
Associate Counsel Two World Trade Center
New York, NY 10048-0203
212 323-0200 Fax 212 323-0558
November 30, 1995
VIA EDGAR
Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, VA 22312
Re: Oppenheimer Tax-Exempt Fund
(formerly "Oppenheimer Tax-Exempt Bond Fund")
Reg. No. 33-08054, File No. 811-4803
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is hereby made pursuant to Rule 24f-2
of the Investment Company Act of 1940 (the "1940 Act") on behalf of
Oppenheimer Tax-Exempt Fund (the "Trust") accompanied by an opinion of
counsel for the registration of additional shares of Oppenheimer Insured
Tax-Exempt Fund ("Insured") and Oppenheimer Intermediate Tax-Exempt Fund
("Intermediate"), the two series of the Trust.
A total filing fee of $1,463 ($1,041 for Class A shares of Insured,
$308 for Class B shares of Insured and $73 for Class C shares of Insured,
and $41 for Class B shares of Intermediate), calculated at the rate of
1/29 of 1% of the value of shares of that class sold in excess of the
shares of that class redeemed for the fiscal year ended September 30,
1995, was wired to the SEC's account at Mellon Bank on November 28, 1995
(Fed Wire Nos. 3265 and 3267) and referenced this filing. The Trust has
previously registered an indefinite number of shares pursuant to Rule
24f-2.
The purpose of the Notice was to make definite the registration of
1,022,063 Class A shares od Insured, 242,343 Class B shares of Insured and
12,515 Class C shares of Insured and 1,003,900 Class A shares of
Intermediate, 8,097 Class B shares Intermediate and 208,137 Class C shares
of Intermediate, in reliance on Rule 24f-2.
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
Enclosures
cc:Allan B. Adams, Esq.
Robert Bishop
Gloria LaFond
SEC/860865.C
<PAGE>
Rule 24f-2 Notice for Oppenheimer Tax-Exempt Fund
3410 S. Galena Street, Denver, Colorado 80231
(Registration No. 33-08054, File No. 811-4803)
NOTICE IS HEREBY GIVEN that Oppenheimer Tax-Exempt Fund having
previously filed in its registration statement a declaration that an
indefinite number of its shares of beneficial interest were being
registered pursuant to Rule 24f-2 of the Investment Company Act of 1940,
now elects to continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended September 30,
1995.
(ii) No shares which had been registered other than pursuant to this
Rule remained unsold at the beginning of the above fiscal year.
(iii) No shares were registered other than pursuant to this Rule during
the above fiscal year.
(iv) The number of shares sold during the above fiscal year was as
follows(1):
Oppenheimer Insured Oppenheimer Intermediate
Tax-Exempt Fund Tax-Exempt Fund
Class A: 1,022,063 Class A: 1,003,900
Class B: 242,343 Class B: 8,097*
Class C: 12,515* Class C: 208,137
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Oppenheimer Insured Oppenheimer Intermediate
Tax-Exempt Fund Tax-Exempt Fund
Class A: 1,022,063 Class A: 1,003,900
Class B: 242,343 Class B: 8,097*
Class C: 12,515* Class C: 208,137
Pursuant to the requirements of the Investment Company Act of 1940,
the undersigned registrant has caused this Notice to be signed on its
behalf this 27th day of November, 1995.
Oppenheimer Tax-Exempt Fund
By: /s/ Andrew J. Donohue
-------------------------------------
Andrew J. Donohue, Vice President
- - ---------------
(1)The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940 as follows:
Value of
Value of Shares Filing
Shares Sold Redeemed Net Fee
Insured Tax-Exempt
Fund
Class A $16,794,757 $(13,775,584) $3,019,173 $1,041
Class B $ 3,948,619 $( 3,091,751) $ 892,868 $ 308
Class C* $ 211,000 -- $ 211,000 73
$1,422
Intermediate Tax-Exempt
Fund
Class A $14,450,769 $(22,499,597) $(8,048,828) $ 0(1)
Class B* $ 118,895 -- $ 118,895 $41
Class C $ 2,981,674 $( 4,364,454) $ 1,382,780 $ 0(2)
$41
- - -----------------
(1) Class A Shares redeemed in excess of shares sold to be re-registered
pursuant to Rule 24e-2 total 579,339.
(2) Class C shares redeemed in excess of shares sold to be re-registered
pursuant to Rule 24e-2 total 99,089.
* For the period from August 29, 1995 (inception of offering) to September
30, 1995.
SEC/860865.E
<PAGE>
Myer, Swanson & Adams, P.C.
Attorneys At Law
The Colorado State Bank Building
Rendle Myer 1600 Broadway - Suite 1850 of counsel
Allan B. Adams Denver, Colorado 80202-4918 Robert Swanson
Robert K. Swanson Telephone (303) 866-9800 ----
Thomas J. Wolf* Facsimile (303) 866-9818 Fredd E. Neef
*Board Certified Civil (1910-1986)
Trial Advocate by the
National Board of Trial
Advocacy
---
Kevin M. Brady
November 28, 1995
Oppenheimer Tax-Exempt Fund
3410 South Galena Street
Denver, Colorado 80231
Re: Oppenheimer Tax-Exempt Fund
Formerly Known as
Oppenheimer Tax-Exempt Bond Fund
Gentlemen:
In connection with the public offering of the no par value Class A, Class
B and Class C shares of the Oppenheimer Intermediate Tax-Exempt Fund
series and the Class A, Class B and Class C shares of the Oppenheimer
Insured Tax-Exempt Fund series of Oppenheimer Tax-Exempt Fund, a business
trust organized under the laws of the Commonwealth of Massachusetts (the
"Trust"), as counsel for the Trust, we have examined such records and
documents and have made such further investigation and examination as we
deem necessary for the purposes of this opinion.
We are advised that during the fiscal period ended September 30, 1995, the
following shares of beneficial interest in the Trust were sold in reliance
on the registration of an indefinite number of shares pursuant to Rule
24f-2 of the Investment Company Act of 1940:
Oppenheimer Insured Tax-Exempt Fund:
Class A 1,022,063
Class B 242,343
Class C 12,515
Oppenheimer Intermediate Tax-Exempt Fund:
Class A 1,003,900
Class B 8,097
Class C 208,137
It is our opinion that the said shares of beneficial interest of each
series and class of a series of the Trust sold in reliance on Rule 24f-2
of the Investment Company Act of 1940 are legally issued and, subject to
the matters mentioned in the next paragraph, fully paid and nonassessable
by the Trust.
Under Massachusetts law, shareholders of the Trust may, under certain
circumstances, be held personally liable as partners for the obligations
of the Trust. The Declaration of Trust does, however, contain an express
disclaimer of shareholder liability for acts or obligations of the Trust
and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Trust or the
Trustees. The Declaration of Trust provides for indemnification out of
the Trust property of any shareholder held personally liable for the
obligations of the Trust. The Declaration of Trust also provides that the
Trust shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of the Trust and satisfy any
judgment thereon.
Sincerely,
MYER, SWANSON & ADAMS, P.C.
By /s/ Allan B. Adams
----------------------------
Allan B. Adams
