U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
333 West Wacker Drive
Chicago, Illinois 60606
2. Name of each series or class of funds for which this
notice is filed:
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
3. Investment Company Act File Number: 811-3134
Securities Act File Number: 2-70520
4. Last day of fiscal year for which this notice is filed: February 28, 1997
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;
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable: N/A
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 -
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
$ $987,830,947
9. Number and aggregate sale price of securities sold
during the fiscal year:
$2,800,216,657
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$1,812,385,710
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans; if applicable:
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):
$1,812,385,710
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
$2,894,867,006
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
$
(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 (iv)] (if
applicable):
$ 0.00
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation:
1/3300
(vii) Fee due [line (I) or line (v) multiplied by line
(vi)]:
$ 0.00
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 the
Commission's lockbox depository:
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.
Dated: April 29, 1997 NUVEEN TAX-EXEMPT MONEY MARKET
FUND, INC.
(name of registrant)
By:
Gifford R. Zimmerman
Vice President and Assistant Secretary
Date: April 29, 1997
Exhibit: Opinion of Counsel
April 25, 1997
Nuveen Tax-Exempt Money Market Fund, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as special counsel to Nuveen Tax-Exempt Money Market Fund,
Inc., a Maryland corporation (the "Fund"), in connection with the Fund's
registration, pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended, (the "1940 Act") of an indefinite number of its shares of common
stock, par value $.01 per share, (the "Shares") under the Securities Act of
1933, as amended (the "1933 Act"). We understand that, pursuant to such
Rule 24f-2, the Fund proposes to file a notice (the "Notice")
with the Securities and Exchange Commission (the "Commission") with respect
to the fiscal year ended February 28, 1997, in order to make definite in
number the registration of Shares in the aggregate amount of $1,812,385,710.
This opinion is being delivered to you in connection with the Fund's filing
of such Notice.
In connection with this opinion, we have reviewed, among other things,
executed copies of the following documents:
(a) a certificate of the Maryland State Department of Assessments and
Taxation (the "Department") as to the existence and good standing of the Fund;
(b) copies, certified by the Department, of the Fund's Articles of
Incorporation and of all amendments and all supplements thereto on file in the
Department (the "Charter");
(c) a certificate executed by H. William Stabenow, the Treasurer of the Fund,
as to the issuance of the Shares in accordance with the Fund's Charter and
By-Laws and as to the receipt by the Fund of the net asset value of the
Shares covered by the Notice; and
(d) a certificate executed by Karen L. Healy, an Assistant Secretary of the
Fund, certifying as to, and attaching copies of, the Fund's Charter and
By-Laws, and certain resolutions adopted by the Board of Directors of
the Fund (the "Board") authorizing the issuance of the Shares
covered by the Notice.
In our capacity as counsel to the Fund, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the
basis for the opinion hereinafter expressed. In all such examinations, we
have assumed the legal capacity of all natural persons executing documents,
the genuineness of all signatures, the authenticity of all original or
certified copies, and the conformity to original or certified copies of all
copies submitted to us as conformed or reproduced copies. As to various
questions of fact relevant to such opinion, we have relied upon, and
assume the accuracy of, certificates and oral or written statements of
public officials and officers or representatives of the Fund.
Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued, in the aggregate amount of $1,812,385,710
covered by the Notice were legally issued, fully paid and nonassessable.
This opinion expressed herein is limited to the laws of the State of Maryland.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
Thomas S. Harman
