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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 24f-2 NOTICE
FOR
NAVIGATOR MONEY MARKET FUND, INC.
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200 Gibraltar Road
Horsham, PA 19044
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(Address of principal executive offices)
SHARES OF COMMON STOCK (par value $.001 per share)
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(Title of securities with respect to which Notice is filed)
File No. 2-97840
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The following information is required pursuant to Rule
24-2(b)(1)
(i) Period for which Notice is filed:
June 1, 1994 through May 31, 1995 (fiscal year
end)
(ii) Number or amount of securities of the same class or
series which has been registered under the Securities
Act of 1933 other than pursuant to Rule 24f-2 but
which remained unsold at the beginning of such fiscal
year:
NONE
(iii) Number or amount of securities, if any, registered
during such fiscal year other than pursuant to Rule
24f- 2:
NONE
(iv) Number or amount of securities sold during such
period: (1)
876,669,817 shares
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(v) Number or amount of securities sold during such
period in reliance upon registration pursuant to Rule
24f- 2: (2)
876,669,817 shares
An opinion of counsel with respect to the legality of the above shares
accompanies this notice.
DATED: July 28, 1995
NAVIGATOR TAX-FREE MONEY MARKET FUND, INC.
By /s/ James R. Lesher
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James R. Lesher
Vice President, Treasurer and
Assistant Secretary
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(1) Excludes shares issued upon reinvestment of dividends.
(2) The actual aggregate sales price for which such securities were sold
was $876,669,817. The actual aggregate redemption price of securities
redeemed during such period by the Registrant was $979,870,062. No
portion of such aggregate redemption price has been applied by the
Registrant pursuant to Rule 24e-2(a) in a filing made pursuant to
Section 24(e)(1) of the Investment Company Act of 1940. Pursuant to
Rule 24f-2(c), the registration fee with respect to securities sold is
calculated as follows: ($876,669,817 - $979,870,062) x .00034483 = $0.
No fee is required.
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[Letterhead of Morgan, Lewis & Bockius]
July 28, 1995
Navigator Tax-Free Money Market Fund, Inc.
200 Gibraltar Road
Horsham, PA 19044
Re: Rule 24f-2 Notice for Navigator
Money Market Fund, Inc. (Registration No. 2-97840)
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Gentlemen:
We have acted as counsel for Navigator Money Market
Fund, Inc. (the "Fund") during the fiscal year ended May 31, 1995 (the
"Fiscal Year"). During the Fiscal Year there were 876,669,817 shares of common
stock of the Fund sold in reliance upon registration pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, and no shares were
registered other than pursuant to Rule 24f-2.
In giving the opinion stated below, we have reviewed the
Fund's Articles of Incorporation, its By-Laws, resolutions adopted by its Board
of Directors and shareholders and such other times during the Fiscal Year, the
Fund was authorized to issue 2,000,000,000 shares of common stock.
Based on the foregoing, we are of the opinion that the
aforementioned shares of common stock of the Fund registered pursuant to Rule
24f-2 during the Fiscal Year were, when issued for payment as described in the
Fund's prospectus, legally issued, fully paid and non-assessable for the Fund.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as part of the Fund's Rule 24f-2 Notice.
Very truly yours,
/s/ Morgan, Lewis & Bockius
