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RULE 24f-2 NOTICE
AIM TAX-EXEMPT FUNDS, INC.
Reg. No. 33-66242 Dated: May 22, 1995
The fiscal year for which this Notice is being filed ended March 31,
1995.
There were no shares registered during such fiscal year pursuant to
Section 270.24e-2. There were no shares which had been registered under the
Securities Act of 1933 pursuant to Section 270.24e-2 which remained unsold at
the beginning of such fiscal year.
There were 59,106,301.455 shares sold during such fiscal year. The
aggregate sale price of these shares was $78,369,451.56. Of those shares sold,
59,106,301.455 shares were sold during this fiscal year in reliance upon
registration pursuant to Section 270.24f-2, and no shares were sold in reliance
upon registration pursuant to Section 270.24e-2. There were 65,629,786.441
shares repurchased or redeemed during such fiscal year. The aggregate
redemption price of these shares was $108,077,931.70.
Calculation of the required fee is as follows (pursuant to Section
6(b) of the Securities Act of 1933):
<TABLE>
<S> <C>
$ 78,369,451.56 Aggregate sale price of shares sold during
fiscal year
$ 108,077,931.70 Aggregate redemption price of shares
repurchased or redeemed during fiscal year
$ -0- Aggregate sale price of shares sold pursuant
to definite registration
$ (29,708,480.14) Divided by 2,900
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$ -0- Total fee due with this Notice
</TABLE>
No redeemed or repurchased shares have been previously applied by the
issuer pursuant to Section 270.24e-2(a) in filings made pursuant to Section
270.24e-1 of the Investment Company Act for such period.
This Rule 24f-2 Notice is accompanied by the required opinion of
counsel furnished by Ballard Spahr Andrews & Ingersoll, legal counsel to the
issuer.
/s/ Dana R. Sutton
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Dana R. Sutton
Assistant Treasurer
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[On Letterhead of Ballard Spahr Andrews & Ingersoll]
May 23, 1995
AIM Tax-Exempt Funds, Inc.
11 Greenway Plaza, Suite 1919
Houston, TX 77046
Re: Rule 24f-2 Notice for AIM Tax-Exempt
Funds, Inc. (Securities Act File
No. 33-66242
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Gentlemen:
We have acted as counsel to AIM Tax-Exempt Funds, Inc. (the
"Fund"), a corporation organized under the laws of the State of Maryland and
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940 as an open-end series management investment company.
We have been informed that a registration statement on Form
N-1A, as amended ("Registration Statement") relating to an indefinite number of
shares of common stock of the Fund, par value $.001 per share (the "Shares")
has been filed with the Securities and Exchange Commission under the Securities
Act of 1933 (Securities Act File No. 33-66242).
We further understand that, pursuant to the provisions of Rule
24f-2, the Fund is filing with the Securities and Exchange Commission a notice
(the "Notice") making definite the registration of such Shares sold in reliance
on Rule 24f-2 for the fiscal year ended March 31, 1995. Specifically, we have
been informed by the Fund that a total of 59,106,301.455 Shares (representing
interests in series portfolios existing during such fiscal year) were issued
from time to time during such fiscal year under Prospectuses which were
included as part of the Registration Statement. The Fund has requested our
opinion in connection with the filing of such Notice, for inclusion in such
filing.
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AIM Tax-Exempt Funds, Inc.
May 23, 1995
Page 2
In connection with our giving this opinion, we have examined a
copy of the Charter of the Fund, and originals or copies, certified or
otherwise identified to our satisfaction, of such other documents, corporate
records and other instruments as we have deemed necessary or advisable for
purposes of this opinion. As to various questions of fact material to our
opinion, we have relied upon information provided by officers of the Fund.
Based on the foregoing, we are of the opinion that the
59,106,301.455 Shares issued by the Fund during its fiscal year ended March 31,
1995 were, when issued for payment as described in the Fund's Prospectuses
referred to above, legally issued, fully paid and non-assessable by the Fund.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
