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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 24f-2 NOTICE
FOR
NAVIGATOR TAX-FREE 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. 33-3082
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The following information is required pursuant to Rule
24-2(b)(1)
(i) Period for which Notice is filed:
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March 1, 1995 through February 29, 1996 (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
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which remained unsold at the beginning of such fiscal
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year:
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NONE
(iii) Number or amount of securities, if any, registered
during such fiscal year other than pursuant to Rule
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24f-2:
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NONE
(iv) Number or amount of securities sold during such
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period: (1)
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341,728,593 shares
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(v) Number or amount of securities sold during such
period in reliance upon registration pursuant to Rule
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24f-2: (2)
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341,728,593 shares
An opinion of counsel with respect to the legality of the above shares
accompanies this notice.
DATED: April 29, 1996
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 $341,728,593. The actual aggregate redemption price of securities
redeemed during such period by the Registrant was $354,456,269. 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: ($341,728,593 - $354,456,269) x .00034483 = $0.
No fee is required.
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[Letterhead of Morgan, Lewis & Bockius LLP]
April 29, 1996
Navigator Tax-Free Money Market Fund, Inc.
200 Gibraltar Road
Horsham, PA 19044
Re: Rule 24f-2 Notice for Navigator Tax-Free
Money Market Fund, Inc. (Registration No. 33-3082)
Gentlemen:
We have acted as counsel for Navigator Tax-Free Money Market Fund, Inc. (the
"Fund") during the fiscal year ended February 29, 1996 (the "Fiscal Year").
During the Fiscal Year there were 341,728,593 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 LLP
