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:
Tax Exempt Proceeds Fund, Inc.
600 Fifth Avenue
New York, New York 10020-2302
2. Name of each series or class of funds for which this notice is filed:
Not applicable
3. Investment Company Act File Number: 811-5698
Securities Act File Number: 33-25747
4. Last day of fiscal year for which this notice is filed:
June 30, 1996
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:
[ ]
6. Date of termination of issuer's declaration under ruler 24f-2(a)(1), if
applicable (see instruction A.6):
Not applicable
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
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
$524,691,635.22
524,691,635.22 Shares
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
$524,691,635.22
524,691,635.22 Shares
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):
$2,123,017.42
2,123,017.42 Shares
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):
$524,691,635.22
---------------
(ii) Aggregate price of shares issued in connection with dividend reinvestment
plans (from Item 11, if applicable):
+2,123,017.42
-------------
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year
(if applicable):
-485,695,763.87
---------------
(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
---------------
(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):
41,118,888.77
--------------
(vi) Multiplier prescribed by section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see instruction C.6):
x 1/29%
---------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 14,178.93
---------------
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.
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: August 23, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/Bernadette N. Finn
Bernadette N. Finn, Secretary
Date August 23, 1996
* Please print the name and title of the signing officer below the signature
Exhibit: Opinion of Battle Fowler LLP
BATTLE FOWLER LLP
75 East 55th Street
New York, New York 10022
August 15, 1996
Tax Exempt Proceeds Fund, Inc.
600 Fifth Avenue
New York, New York 10020
Gentlemen:
We have acted as counsel to Tax Exempt Proceeds Fund, Inc.(the "Fund") in
connection with the preparation of the Rule 24f-2 Notice (the "Notice") covering
524,691,635.22 shares of Common Stock, par value $.01 per share, of the Fund.
We have examined copies of the Certificate of Incorporation 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, and 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 524,691,635.22
shares of Common Stock, par value $.01 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
