APPENDIX I.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Mitchell Hutchins/Kidder Peabody Tax Exempt Money Fund
2. Name of each series or class of funds for which this notice is filed:
3. Investment Company Act File Number:
Securities Act File Number: 2-81820
4. Last day of fiscal year for which this notice is filed:
November 20, 1995
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 (see Instruction A.6):
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:
None
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
$210,228,131
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
210,228,131
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
1,878,742
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): $210,228,131
------------
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): + 1,878,742
------------
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -212,106,873
------------
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing
fees pursuant to rule 24e-2 (if
applicable): + 0
------------
(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 line (iv)] (if
applicable):
0
------------
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or
regulation (see Instruction C.6):
x 0
------------
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: 0
============
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
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.
By (Signature and Title) /s/ Paul Schubert
-------------------------------
Asst. Treasurer
-------------------------------
Date 1/10/96
-----------------
Please print the name and title of the signing officer below the signature.
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004-2696
212 806 5400
Fax: 212 806 6006
Telex: 177693 STROOCK NY
January 11, 1996
Paine Webber/Kidder, Peabody
Tax Exempt Money 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 period ended November 17, 1995 of an aggregate
of 210,228,131 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 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
