SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
RULE 24f-2 NOTICE
for
NUVEEN TAX-FREE RESERVES, INC.
File Number 2-78736, 811-3531
Rule 24f-2(b)(1) under the Investment Company Act of 1940 ("1940 Act").
(i) Fiscal year for which notice is filed:
February 28, 1995 (fiscal year end)
(ii) The amount of shares of the same series, if any, which had been
registered under the Securities Act of 1933 ("1933 Act") other than pursuant
to Rule 24f-2 but which remained unsold at the beginning of such fiscal year:
$ - 0 -
(iii) The amount of shares, if any, registered during such fiscal year
other than pursuant to Rule 24f-2:
$ 46,835,141
(iv) The amount of shares sold during such fiscal year:
$ 664,798,412
(v) The amount of shares sold during such fiscal year in reliance upon
registration pursuant to Rule 24f-2*:
$ 617,963,271
* Computation of Fee pursuant to Section 6(b) of the 1933 Act
and Rule 24f-2(c) under the 1940 Act:
1. Actual aggregate sale price for which such shares were sold during
the previous fiscal year:
$ 617,963,271
2. Actual aggregate redemption price of such
shares redeemed during such previous fiscal year: ($ 717,393,211 )
3. Actual aggregate redemption price of such
redeemed shares previously applied pursuant to
Section 24e-2(a) under the 1940 Act: ($ -0- )
4. Net Adjustment to aggregate sale price:
($717,393,211)
5. Aggregate sale price to be used as basis computation of fee:
($ 99,429,940)
6. Fee of .034483% (.00034483)
$ 0.00
page 1 of 2
SIGNATURE
The undersigned Registrant has duly caused this Rule 24f-2 Notice to be signed
on its behalf by the undersigned in the City of Chicago, State of Illinois.
Dated: April 24, 1995 NUVEEN TAX-FREE RESERVES, INC.
(name of registrant)
By:
Gifford R. Zimmerman
Vice President and Assistant Secretary
Exhibit: Opinion of Counsel
page 2 of 2
SIGNATURE
The undersigned Registrant has duly caused this Rule 24f-2 Notice to be
signed on its behalf by the undersigned in the City of Chicago, State of
Illinois.
Dated: April 24, 1995 NUVEEN TAX-FREE RESERVES, INC.
(name of registrant)
By: /s/ Gifford R. Zimmerman
Gifford R. Zimmerman
Vice President and Assistant Secretary
Exhibit: Opinion of Counsel
page 2 of 2
April 20, 1995
Nuveen Tax-Free Reserves, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as counsel to Nuveen Tax-Free Reserves, 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, of an indefinite number of its shares of common stock,
par value $.01 par value (the "Shares"), under the Securities Act of
1933, as amended. We understand that, pursuant to such Rule 24f-2,
the Fund proposes to file a notice (the "Notice") with the Securities
and Exchange Commission with respect to the fiscal year ended
February 28, 1995, in order to make definite the registration of Shares
in the aggregate amount of $617,963,271. 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 Charter and of all
amendments and all supplements thereto (the "Charter");
(c) a certificate executed by Karen L. Healy, the Assistant Secretary of the
Fund, certifying as to, and attaching copies of, the Fund's Charter and
By-Laws, as amended (the "By-Laws"), and certain resolutions adopted
by the Board of Directors of the Fund authorizing the issuance
of the Shares covered by the Notice; and
(d) 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.
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 covered by the Notice, when issued, were validly
and legally issued and fully paid and nonassessable under the laws of the
State of Maryland.
This opinion expressed herein is limited to the laws of the State of Maryland.
As to matters of Maryland law covered thereby, we have relied solely upon
the opinion of Venable, Baetjer and Howard, LLP, addressed to us and
dated April 20, 1995.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
Thomas S. Harman
