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[THE RESERVE FUND LETTERHEAD]
July 12, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Public Filing Room
Re: Rule 24f-2 Notice of The Reserve Fund
Registration Statement File Number 2-36429
Ladies and Gentlemen:
This notice is filed by The Reserve Fund ("the Registrant") pursuant
to Rule 24f-2(b)(1) under the Investment Company Act of 1940 (the "Act"), in
order to make definite the registration of its shares of beneficial interest
sold during its fiscal year ended May 31, 1995 ("the 1995 Fiscal Year"). Rule
24f-2-(b)(1) under the Act requires that the following information be
submitted:
(i) This notice is filed for the Registrant's 1995 Fiscal Year;
(ii) Registrant had no securities which had been registered other than
pursuant to Rule 24f-2 under the Act remaining unsold at the beginning
of its 1995 Fiscal Year;
(iii) Registrant did not register any of its securities during its 1995
Fiscal Year, other pursuant to Rule 24f-2 under the Act;
(iv) Registrant sold 9,150,717,903 shares during its 1995 Fiscal Year;**
and
(v) Registrant sold 9,150,717,903 shares during its 1995 Fiscal Year in
reliance upon registration pursuant to Rule 24f-2 under the Act.
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**The actual aggregate sales price for shares of Registrant sold during the
1995 Fiscal Year was $9,150,717,903; the actual aggregate sales price for
shares of Registrant redeemed was $8,992,198,691. Registrant's aggregate sales
exceeded aggregate redemptions by $158,519,212.
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Securities and Exchange Commission
Rule 24f-2 Notice for The Reserve Fund
File No. 2-36429
Page Two
July 7, 1995
The filing fee imposed by Rule 24f-2(c) under the Act and Section 6(b)
under the Securities Act of 1933, is 1/29 of one percent of the net sales
price but in no event less than $100. Enclosed is a certified check in the
amount of $54,661.80 in payment of the prescribed filing fee.
Sincerely,
The Reserve Fund
By /s/ MARC C. COZZOLINO
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Marc C. Cozzolino
Counsel and Secretary
Enclosures
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EXHIBIT INDEX
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Exhibit 99.5 Opinion of Counsel
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[THE RESERVE FUND LETTERHEAD]
July 7, 1995
Board of Trustees
The Reserve Fund
810 Seventh Avenue
New York, NY 10019
Ladies and Gentlemen:
The Reserve Fund (the "Trust"), a Massachusetts business trust created
under a written declaration of trust dated June 16, 1986, proposes to file with
the Securities and Exchange Commission, pursuant to the provisions of Rule
24f-2 under the Investment Company Act of 1940, a notice making definite the
registration of 9,150,717,903 shares of the Trust (the "Shares") sold in
reliance upon Rule 24f-2 during the Trust's fiscal year ended May 31, 1995.
As counsel to the investment adviser of the Trust, I have made such
investigations and have examined and relied upon the originals or copies,
certified or otherwise identified to my satisfaction, of such records,
instruments, certificates, memoranda and other documents as I have deemed
necessary or advisable for purposes of this opinion.
Based upon and subject to the foregoing, it is my opinion that the
Shares, the registration under the Securities Act of 1933 of which the notice
referred to above makes definite in number, were legally issued, fully paid and
nonassessable. For purposes of this letter, I express no opinion as to
compliance with the Securities Act of 1933, as amended.
I consent to your filing this opinion as an exhibit to the notice
referred to above.
Very truly yours,
/s/ MARC C. COZZOLINO
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Marc C. Cozzolino
Counsel and Secretary
