SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
RULE 24f-2 NOTICE
for
NUVEEN TAX-FREE MONEY MARKET FUND, INC.
File Number 33-8371
Massachusetts Tax-Free Money Market Fund
Rule 24f-2(b)(1) under the Investment Company Act of 1940 ("1940 Act").
(i) Fiscal year for which notice is filed:
February 28, 1995 (fiscal year end)
(ii) The amount of shares of the same series, if any, which had been
registered under the Securities Act of 1933 ("1933 Act") other than pursuant
to Rule 24f-2 but which remained unsold at the beginning of such fiscal year:
$ - 0 -
(iii) The amount of shares, if any, registered during such fiscal year
other than pursuant to Rule 24f-2:
$ 4,067,656
(iv) The amount of shares sold during such fiscal year:
$ 165,040,056
(v) The amount of shares sold during such fiscal year in reliance upon
registration pursuant to Rule 24f-2*:
$ 160,972,400
* Computation of Fee pursuant to Section 6(b) of the 1933 Act
and Rule 24f-2(c) under the 1940 Act:
1. Actual aggregate sale price for which such shares were sold during
the previous fiscal year:
$ 160,972,400
2. Actual aggregate redemption price of such
shares redeemed during such previous fiscal year: ($ 181,790,525 )
3. Actual aggregate redemption price of such
redeemed shares previously applied pursuant to
Section 24e-2(a) under the 1940 Act: ($ -0- )
4. Net Adjustment to aggregate sale price:
($181,790,525)
5. Aggregate sale price to be used as basis computation of fee:
($ 20,818,125)
6. Fee of .034483% (.00034483)
$ 0.00
page 1 of 3
New York Tax-Free Money Market Fund
Rule 24f-2(b)(1) under the Investment Company Act of 1940 ("1940 Act").
(i) Fiscal year for which notice is filed:
February 28, 1995 (fiscal year end)
(ii) The amount of shares of the same series, if any, which had been
registered under the Securities Act of 1933 ("1933 Act") other than pursuant
to Rule 24f-2 but which remained unsold at the beginning of such fiscal year:
$ - 0 -
(iii) The amount of shares, if any, registered during such fiscal year
other than pursuant to Rule 24f-2:
$ 7,203,065
(iv) The amount of shares sold during such fiscal year:
$ 17,521,550
(v) The amount of shares sold during such fiscal year in reliance upon
registration pursuant to Rule 24f-2*:
$ 10,318,485
* Computation of Fee pursuant to Section 6(b) of the 1933 Act
and Rule 24f-2(c) under the 1940 Act:
1. Actual aggregate sale price for which such shares were sold during
the previous fiscal year:
$ 10,318,485
2. Actual aggregate redemption price of such
shares redeemed during such previous fiscal year: ($ 16,400,855 )
3. Actual aggregate redemption price of such
redeemed shares previously applied pursuant to
Section 24e-2(a) under the 1940 Act: ($0.00)
4. Net Adjustment to aggregate sale price:
($16,400,855)
5. Aggregate sale price to be used as basis computation of fee:
($6,082,370)
6. Fee of .034483% (.00034483)
$ 0.00
page 2 of 3
SIGNATURE
The undersigned Registrant has duly caused this Rule 24f-2 Notice to be
signed on its behalf by the undersigned in the City of Chicago, State
of Illinois.
Dated: April 24, 1995 NUVEEN TAX-FREE MONEY MARKET FUND, INC.
(name of registrant)
By:
Gifford R. Zimmerman
Vice President and Assistant Secretary
Exhibit: Opinion of Counsel
page 3 of 3
SIGNATURE
The undersigned Registrant has duly caused this Rule 24f-2 Notice to be
signed on its behalf by the undersigned in the City of Chicago, State of
Illinois.
Dated: April 24, 1995 NUVEEN TAX-FREE MONEY MARKET FUND, INC.
(name of registrant)
By: /s/ Gifford R. Zimmerman
Gifford R. Zimmerman
Vice President and Assistant Secretary
Exhibit: Opinion of Counsel
page 3 of 3
April 19, 1995
Nuveen Tax-Free Money Market Fund, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as counsel to Nuveen Tax-Free Money Market Fund, Inc.,
a Minnesota corporation (the "Fund"), in connection with the Fund's
registration, pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended, of an indefinite number of its Nuveen Massachusetts
Tax-Free Money Market Fund - Institutional Series Shares; Nuveen
Massachusetts Tax-Free Money Market Fund - Service Plan Series
Shares; Nuveen Massachusetts Tax-Free Money Market Fund -
Distribution Plan Series Shares; Nuveen New York Tax-Free
Money Market Fund - Institutional Series Shares; Nuveen New
York Tax-Free Money Market Fund - Service Plan Series Shares; and
Nuveen New York Tax-Free Money Market Fund - Distribution Plan
Series Shares, par value $.01 (collectively, the "Shares"), under the
Securities Act of 1933, as amended. We understand that, pursuant to such
Rule 24f-2, the Fund proposes to file a notice (the "Notice") with the
Securities and Exchange Commission with respect to the fiscal year ended
February 28, 1995, in order to make definite in number the registration
of Shares in the aggregate amount of $ 171,290,885. This opinion
is being delivered to you in connection with the Fund's filing of such Notice.
In connection with this opinion, we have reviewed, among other things,
executed copies of the following documents:
(a) a certificate of the Secretary of State of the State of Minnesota as to the
existence and good standing of the Fund;
(b) copies, certified by the Secretary of State of the State of Minnesota,
of the Fund's Articles of Incorporation and of all amendments and all
supplements thereto (the "Articles of Incorporation");
(c) a certificate executed by Karen L. Healy, the Assistant Secretary of
the Fund, certifying as to, and attaching copies of, the Fund's Articles
of Incorporation and By-Laws, as amended (the "By-Laws") and certain
resolutions adopted by the Board of Directors of the Fund authorizing
the issuance of the Shares covered by the Notice; and
(d) a certificate executed by H. William Stabenow, the Treasurer of the
Fund, as to the issuance of the Shares in accordance with the Fund's
Articles of Incorporation and By-Laws and as to the receipt by the Fund
of the net asset value of the Shares covered by the Notice.
In our capacity as counsel to the Fund, we have examined the originals,
or certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as
the basis for the opinion hereinafter expressed. In all such examinations,
we have assumed the legal capacity of all natural persons executing
documents, the genuineness of all signatures, the authenticity of all
original or certified copies, and the conformity to original or certified
copies of all copies submitted to us as conformed or reproduced copies.
As to various questions of fact relevant to such opinion, we have relied
upon, and assume the accuracy of, certificates and oral or written statements
of public officials and officers or representatives of the Fund.
Based upon and subject to, the limitations set forth herein, we are of the
opinion that the Shares covered by the Notice were legally issued and are
fully paid and nonassessable.
The opinion expressed herein is limited to the laws of the State of Minnesota.
As to matters of Minnesota law covered thereby, we have relied solely upon
the opinion of Dorsey & Whitney, P.L.L.P., addressed to us and dated
April 19, 1995.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
Thomas S. Harman
