Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):

Merger

Liquidation

Abandonment of Registration

Election of status as a Business Development Company (Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.)

Name of fund: BIF Tax-Exempt Fund

Securities and Exchange Commission File No.: 811-03111

Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

Initial Application    [X]    Amendment

Address of Principal Executive Office (include No. & Street, City, State, Zip Code):

Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:

Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-l and 31a-2 under the Act [17 CFR 270.31a-l, 31a-2]:

Classification of fund (check only one):

Management company;

Unit investment trust; or

Face-amount certificate company.

Subclassification if the fund is a management company (check only one):

Open-end        [ ]   Closed–end

State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):

Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:

Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts with those underwriters have been terminated:

If the fund is a unit investment trust (“UIT”) provide:

Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?

Yes   [X]  No

Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

Distributions to Shareholders

Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?

If Yes, list the date(s) on which the fund made those distributions: July 6, 2016

Were the distributions made on the basis of net assets?

Were the distributions made pro rata based on share ownership?

If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:

Liquidations only:

Closed-end funds only:

Has the fund issued senior securities? N/A

Has the fund distributed all of its assets to the fund’s shareholders?

How many shareholders does the fund have as of the date this form is filed?

Describe the relationship of each remaining shareholder to the fund:

Are there any shareholders who have not yet received distributions in complete liquidation of their interests?

Assets and Liabilities

Does the fund have any assets as of the date this form is filed?

(See question 18 above)

Describe the type and amount of each asset retained by the fund as of the date this form is filed:

Why has the fund retained the remaining assets?

Will the remaining assets be invested in securities?

Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?

Describe the type and amount of each debt or other liability:

How does the fund intend to pay these outstanding debts or other liabilities?

Information About Event(s) Leading to Request For Deregistration

(a)   List the expenses incurred in connection with the Merger or Liquidation:

Legal expenses: $8,000

Accounting expenses: $0

Other expenses (list and identify separately): N/A

Total expenses (sum of lines (i) - (iii) above): $8,000

How were those expenses allocated?

Who paid those expenses?

How did the fund pay for unamortized expenses (if any)?

Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?

Conclusion of Fund Business

Is the fund a party to any litigation or administrative proceeding?

Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?

Mergers Only

(a)   State the name of the fund surviving the Merger:

State the Investment Company Act file number of the fund surviving the Merger:

If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed:

If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.