Securities and Exchange Commission
Washington, D.C. 20549
Rule 24f-2 Notice
for
TAX EXEMPT PROCEEDS FUND, INC.
600 Fifth Avenue
New York, New York 10020
under the
Investment Company Act of 194O
Form N-1A File No. 33-25747
(i) Fiscal year for which this Notice is filed:
July 1, 1994 through June 30, 1995
(ii) Number or amount of securities of the same class or series, if
any, which had been registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 under the Investment
Company Act of 1940 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:
4,484,139.99
(iv) Number or amount of securities sold during such fiscal year:
577,528,828.36
(v) Number or amount of securities sold during such fiscal year in
reliance upon Rule 24f-2:
573,044,688.37*
Exhibit: Opinion of Messrs. Battle Fowler LLP.
-------------------------------------------------------------------------------
* The filing fee of $25,137.06 is calculated in accordance with Rule 24f-2(c)
and Section 6(b) of the Securities Act of 1933 and based on the following:
the actual aggregate sales price of the 573,044,688.37 shares sold during
such fiscal year in reliance upon Rule 24f-2 was 573,044,688.37; actual
aggregate dollar amount of shares redeemed during the fiscal year was
$500,147,210.91, of which none was previously used for reduction in filings
made pursuant to Rule 24e-2(a) and all of which are being so used for
reduction pursuant to this Rule 24f-2 Notice.
<PAGE>
SIGNATURE
Pursuant to the requirements of Rule 24f-2, Tax Exempt Proceeds
Fund, Inc. has duly caused this Rule 24f-2 Notice to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and State of New York, on this day 24 of August, 1995.
TAX EXEMPT PROCEEDS FUND, INC.
By:/s/ Steven W. Duff
Steven W. Duff
President
BATTLE FOWLER LLP
75 East 55th Street
New York, New York 10022
August 24, 1995
Tax Exempt Proceeds Fund, Inc.
600 Fifth Avenue
New York, New York 10020
Gentlemen:
We have acted as counsel to Tax Exempt Proceeds, Inc., (the "Fund") in
connection with the preparation of the Rule 24f-2 Notice (the "Notice") covering
573,044,688.37 shares of Common Stock, par value $.001 per share, of the Fund.
We have examined copies of the Articles of Incorporation, as amended and
By-laws of the Fund, the Registration Statement, and such other corporate
records and documents, including the consent of the Board of Directors and the
minutes of the meeting of the Board of Directors of the Fund, as we have deemed
necessary for the purpose of this opinion. We have also examined such other
documents, papers, statutes and authorities as we deemed necessary to form a
basis for the opinion hereinafter expressed. In our examination of such
material, we have assumed the genuineness of all signatures and the conformity
to original documents of fact material to such opinion, we have relied upon
statements and certificates of officers and representatives of the Fund and
others.
Based upon the foregoing, we are of the opinion that the 573,044,688.37
shares of Common Stock, par value $.001 per share of the Fund, the registration
of which the Notice makes definitive, were legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice.
Very truly yours,
BATTLE FOWLER LLP
