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ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
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:
Navigator Tax-Free Money Market Fund, Inc.
200 Gibraltar Road
Horsham, PA 19044
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2. Name of each series or class of funds for which this notice is filed:
Shares of Common Stock (par value $.001 per share)
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3. Investment Company Act File Number: 811-4580
Securities Act File Number: 33-3082
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4. Last day of fiscal year for which this notice is filed:
February 28, 1997
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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:
N/A
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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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
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal
year:
382,768,960 Shares @ $382,768,960 (See Attached Schedule)
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
382,768,960 Shares @ $382,768,960 (See Attached Schedule)
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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):
Included in Item 9 above
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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):
$382,768,960
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ --
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(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
-$423,508,388
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(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
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(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-
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x 1/3,300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ -0-
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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.
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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 by the following person on behalf of the issuer and
in the capacities and on the date indicated.
By (Signature and Title) * /s/ Gerald J. Wills
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Gerald J. Wills, Vice President, Treasurer
and Assistant Secretary
Dated: April 29, 1997
* Please print the name and title of the signing officer below the signature.
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NAVIGATOR TAX-FREE MONEY MARKET FUND
SCHEDULE
<TABLE>
<CAPTION>
PROCEEDS AGGREGATE
SHARES FROM SALE OF DRP DRP SHARES REDEMPTION
SOLD SHARES SHARES VALUE REDEEMED PRICE
<C> <C> <C> <C> <C> <C>
382,617,881 $382,617,881 151,079 $151,079 423,508,388 $423,508,388
</TABLE>
AGGREGATE SALES SALES IN RELIANCE ON 24F-2
382,768,881 shares @ $382,617,881 382,768,960 shares @ $382,768,960
Computation of Fee: ($382,768,960 - $423,508,388) /3,300 = $ 0.00
No fee is due.
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[Letterhead of Morgan, Lewis & Bockius LLP]
April 29, 1997
Navigator 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 Money Market Fund, Inc. (the "Fund")
during the fiscal year ended February 28, 1997 (the "Fiscal Year"). During the
Fiscal Year there were 382,768,960 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
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