Rule 24f-2 Notice For
PAINEWEBBER/KIDDER PEABODY
TAX EXEMPT MONEY FUND INC.
(1933 Act File No. 2-81820)
1. The fiscal period for which the notice is filed:
October 1, 1994 to September 30, 1995
2. The number or amount of securities of the same class or series, if any, which
had been registered under the Securities Act of 1933 other than pursuant to
this section but which remained unsold at the beginning of such fiscal
period:
None
3. The number or amount of securities, if any, registered during such fiscal
period other than pursuant to this section:
None
4. The number or amount of securities sold during such fiscal period:
$2,121,890,424 representing 2,121,890,424 shares of common stock
($0.01 par value)
5. The number or amount of securities sold during such fiscal period in reliance
upon registration pursuant to this section:
$2,121,890,424 representing 2,121,890,424 shares of common stock
($0.01 par value)
6. The calculation of filing fee:
(a) The total amount of registered shares of
common stock ($0.01 par value) sold
including sales load: $2,121,890,424
(b) Less the total amount of registered shares of
common stock ($0.01 par value) redeemed
or repurchased: (2,340,305,431)
--------------
(c) Difference (i.e., (a) less (b)): ($218,415,007)
==============
(d) Filing fee pursuant to section 6(b) of
1933 Act (Line (c) Amount x 0.00034483): $0
==============
/s/ Paul Schubert
Paul Schubert
Assistant Treasurer and Vice President
PaineWebber/Kidder Peabody
Tax Exempt Money Fund, Inc.
Date: November 20, 1995
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
Seven Hanover Square
New York, New York 10004-2696
212 806 5400
November 20, 1995
PaineWebber/Kidder Peabody Tax Exempt
Money Market Fund, Inc.
1285 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
We are general counsel to your company (the "Fund"). This letter
is in response to your request for our opinion in connection with
the filing by you of a "Rule 24f-2 Notice" pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
In such notice you have reported the sale during the fiscal year
ended September 30, 1995 of an aggregate of 2,121,890,424 of your
shares (the "Shares").
We have acted as counsel to the Fund since its organization and
in connection with the filing by the Fund of a registration
statement, and amendments thereto, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
In so acting, we have examined a copy of the Fund's charter
documents, the Rule 24f-2 Notice, the original or reproduced or
certified copies of all such records of the Fund, agreements,
certificates of officers and representatives of the Fund and
others, and such other documents, papers, statutes and
authorities as we deemed necessary to form a basis for the
opinion hereinafter expressed. As to matters of fact relevant to
such opinion, we have relied upon the Rule 24f-2 Notice and
statements and certificates of officers and representatives of
the Fund and others. We have assumed the genuineness of all
signatures and the conformity to the original documents of the
copies of documents supplied to us as originals or reproduced
copies.
Based upon the foregoing, we are of the opinion that the Shares
referred to in the Rule 24f-2 Notice were validly issued, fully
paid and non-assessable.
We consent to the filing of this opinion with the Rule 24f-2
Notice referred to above. In giving such permission, we do not
admit hereby that we come within the category of persons whose
STROOCK & STROOCK & LAVAN
PaineWebber/Kidder Peabody Tax Exempt
Money Market Fund, Inc.
Page 2
consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ STROOCK & STROOCK & LAVAN
STROOCK & STROOCK & LAVAN
