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RULE 24f-2 NOTICE
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Registration of Securities Pursuant to Rule 24f-2
Colorado BondShares - A Tax-Exempt Fund
1933 Act No. 33-11981
1940 Act No. 811-05009
Ladies and Gentlemen:
On behalf of the above entitled issuer, I advise you as follows:
1. This Notice is filed for the fiscal year ended September 30, 1996.
2. No securities of the issuer have been registered under the
Securities Act of 1993 other than under Rule 24f-2. All
securities sold by the issuer have been sold in reliance upon
Rule 24f-2.
3. The table attached provides the number of shares sold
(exclusive of stock dividends not deemed to be sales), the
aggregate sales price of the shares sold, the number of shares
redeemed, the aggregate redemption price and the aggregate net
sales price for each of the Issuer's Portfolios for the fiscal
year ended September 30, 1996.
4. A wire transfer in the amount of $820.58 representing the
required registration fee of 1/33th of one percent is being
remitted Fed Wire for our account 0000810744.
5. Also attached hereto is a legal opinion that all shares sold
during the fiscal year were legally issued, fully paid, and
nonassessable.
Dated: November 29, 1996 Colorado BondShares - A Tax-Exempt Fund
By: /s/ Fred R. Kelly, Jr.
----------------------
Fred R. Kelly, Jr.
Portfolio Manager
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COLORADO BONDSHARES - A TAX-EXEMPT FUND
FISCAL YEAR SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
Shares Aggregate Shares Aggregate Aggregate
Sold Sales Redeemed Redemption Net Sales
----------- ------------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
724,744.561 $6,719,353.97 431,911.072 $4,011,430.48 $2,707,923.49
=========== ============= =========== ============= =============
</TABLE>
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INDEX TO EXHIBITS
Exhibit 99.B10 -- Opinion of Kutak Rock
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KUTAK ROCK
A PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
SUITE 2900
717 SEVENTEENTH STREET
DENVER, CO 80202-3329
November 27, 1996
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, CD 20549
RE: RULE 24f-2
SEC File No. 33-11981
Colorado BondShares - A Tax-Exempt Fund
To Whom it May Concern:
We have reviewed the books and procedures of Colorado BondShares - A Tax Exempt
Fund (the "Fund") and representations of the Fund and on the basis thereof it is
our opinion that during the fiscal year ended September 30, 1996 724,744.561
shares were issued by the Fund and 431,911.072 shares were redeemed by the Fund
for net sales of $2,707,923.49. Each of the shares sold was legally issued,
fully paid and non-assessable. The Securities and Exchange Commission is
authorized to use our representations made in this letter for any purpose they
deem necessary.
Sincerely yours,
/s/ Robert J. Ahrenholz
Robert J. Ahrenholz
