August 29, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for COMMAND Tax-Free Fund
(File No. 811-3252)
Ladies and Gentlemen:
This Notice is filed on behalf of COMMAND Tax-Free Fund pursuant to the
requirements of Rule 24f-2 under the Investment Company Act of 1940.
1. Fiscal year for which notice is filed: 6/30/95.
2. Number of shares registered under the Securities Act of 1933
other than pursuant to Rule 24f-2 but which remained unsold as of the
beginning of the fiscal year (7/1/94): None.
3. The number of shares registered during the fiscal year ended
6/30/95 other than pursuant to Rule 24f-2: 18,069,323.
4. The number of shares sold* during the fiscal year ended 6/30/95:
4,329,909,605
5. The number of shares sold during the fiscal year ended 6/30/95 in
reliance upon Rule 24f-2: 4,329,909,605
Pursuant to the requirements of Rule 24f-2, I have enclosed the required
opinion of counsel.
Yours truly,
/s/ S. Jane Rose
S. Jane Rose
Secretary
Enclosures
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 4,329,909,605 $4,329,909,605
Shares redeemed 4,168,206,637 $4,168,206,637
Net of sales for
calculation of fee 161,702,968 $ 161,702,968
Fee at 1/29 of 1% $ 55,759.64
August 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: COMMAND Tax-Free Fund
File No. 811-3252
Ladies and Gentlemen:
On behalf of COMMAND Tax-Free Fund enclosed for filing, under the
Investment Company Act of 1940, are:
(1) the Rule 24f-2 Notice for the Fund; and
(2) an opinion of counsel to the Fund.
These documents are being filed electronically via the EDGAR System.
If you have any questions relating to the foregoing, please call the
undersigned at (212) 214-3118.
Yours truly,
/s/ Ellyn C. Acker
Ellyn C. Acker
Assistant Secretary
Enclosures
COMMAND_ TAX-FREE FUND
TREASURER'S CERTIFICATE
The undersigned, Treasurer of COMMAND Tax-Free Fund, a Massachusetts
business trust (the "Fund"), does hereby certify as follows:
1. For the fiscal year ended June 30, 1995, the Fund issued
4,329,909,605 shares of beneficial interest.
2. In respect of the issuance of such 4,329,909,605 shares, the Fund
received cash consideration of $4,329,909,605.
3. With respect to each share issued, the Fund received cash
consideration not less than the net asset value per share on the date
issued.
4. To the best of my knowledge and belief, the Fund is in good
standing in the Commonwealth of Massachusetts.
In Witness Whereof, I have hereunto signed my name as Treasurer of the
Fund.
Date: August 29, 1995
/s/ Grace Torres
Grace Torres
Prudential Mutual Fund
Management, Inc. -2- August 25, 1995
Boston
August 25, 1995
Prudential Mutual Fund
Management, Inc.
One Seaport Plaza
New York, N.Y. 10292
Re: Command Tax-Free Fund
Rule 24f-2 Notice for
Fiscal Year Ended June 30, 1995
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massachusetts law
in connection with the Notice for the fiscal year ended June 30, 1995 (the "No
tice"), being filed pursuant to Rule 24f-2 promulgated by the Securities and
Exchange Commission (the "SEC") under the Investment Company Act of 1940, as
amended, by Command Tax-Free Fund (originally named "Eagle Tax-Free Trust"), a
Massachusetts trust with transferable shares (the "Fund"), established under a
Declaration of Trust dated May 6, 1981, as amended January 29, 1982, and further
amended and restated by an Amended and Restated Declaration of Trust dated
August 19, 1987 (as so amended, and amended and restated, the "Declaration").
We have reviewed the actions taken by the Trustees of the Fund to organize
the Fund and to authorize the issuance and sale of shares of beneficial in
terest, one cent ($.01) per share par value, of the shares authorized by the
Declaration (the "Shares"). In this connection we have examined the Declaration
and the By-laws of the Fund, the Notice, the Prospectus and Statement of Ad
ditional Information included in the Fund's Registration Statement on Form N-1A,
certificates of Trustees and officers of the Fund and of public officials as to
matters of fact, and such other documents and instruments, certified or other
wise identified to our satisfaction, and such questions of law and fact, as we
have considered necessary or appropriate for purposes of the opinions expressed
herein. We have assumed the genuineness of the signatures on, and the authen
ticity of, all documents furnished to us, and the conformity to the originals of
documents submitted to us as copies, which facts we have not independently veri
fied.
Based upon and subject to the foregoing, we hereby advise you that, in our
opinion, under the laws of Massachusetts:
1. The Fund is validly existing as a trust with transferable shares of
the type commonly called a Massachusetts business trust.
2. The Fund is authorized to issue an unlimited number of Shares; the
Shares issued by the Fund during the fiscal year ended June 30, 1995
(the "Issued Shares") have been duly and validly authorized by all
requisite action of the Trustees of the Fund, and no action of the
shareholders of the Fund is required in such connection.
3. The Issued Shares have been validly and legally issued, and all of the
Issued Shares which remain outstanding at the date hereof are fully paid and
non-assessable by the Fund.
With respect to the opinion stated in paragraph 3 above, we wish to
point out that the shareholders of a Massachusetts business trust may under some
circumstances be subject to assessment at the instance of creditors to pay the
obligations of such trust in the event that its assets are insufficient for the
purpose.
This letter expresses our opinions as to the provisions of the
Declaration and the laws of Massachusetts applying to business trusts generally,
but does not extend to the Massachusetts Securities Act, or to federal
securities or other laws.
We hereby consent to the filing of this opinion with the SEC in
connection with the Notice. In giving such consent, we do not thereby concede
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
SULLIVAN & WORCESTER
