As filed with the Securities and Exchange Commission on August 20, 1997
Registration No. 33-25747
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 10
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 12
TAX EXEMPT PROCEEDS FUND, INC.
(Exact Name of Registrant as Specified in Charter)
600 Fifth Avenue, New York, New York 10020
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:(212) 830-5200
Bernadette N. Finn
c/o Reich & Tang Asset Management L.P.
600 Fifth Avenue
New York, New York 10020
(Name and address of agent for service)
It is proposed that this filing will become effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 6O days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (b)
[ ] 75 days after filing pursuant to paragraph (a) (2)
[ ] on (date) pursuant to paragraph (a)(27)of Rule 485
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price per Offering Registration
Registered Registered Unit Price Fee
- --------------------------------------------------------------------------------
COMMON
STOCK
$.001 par 55,529,970.21 $1.00* $55,529,970.21 $100.00**
value
- --------------------------------------------------------------------------------
* Estimated solely for the purposes of determining the amount of the
registration fee.
** Calculated pursuant to Rule 24e-2(a) under the Investment Company Act of
1940. 452,408,567.43 shares were redeemed during the fiscal year ended June
30, 1997: 55,199,970.21 of which are being used for "reduction" in this
amendment, and none of which were previously so used in filings pursuant to
Rule 24e-2(a) or 24f-2(c) during the current fiscal year ending June 30,
1998.
Exhibit: Opinion of Battle Fowler LLP.
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, and
State of New York, on the 20th day of August, 1997.
TAX EXEMPT PROCEEDS FUND, INC.
By: /s/ Steven W. Duff
Steven W. Duff
President
Pursuant to the requirements of the Secruities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
(1) Principal Executive
Officer
/s/ Steven W. Duff
Steven W. Duff President and Director 8/20/97
(2) Principal Financial and
Accounting Officer
/s/ Richard De Sanctis
Richard De Sanctis Treasurer 8/20/97
(3) Majority of Directors
W. Giles Mellon Director
Yung Wong Director
Robert Straniere Director
By: /s/ Bernadette N. Finn
Bernadette N. Finn
Attorney-in-Fact 8/20/97
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> The schedule contains summary financial information
extracted from the financial statements and supporting
schedules as of the end of the most current period and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000843078
<NAME> TAX EXEMPT PROCEEDS FUND, INC.
<S> <C>
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 201663179
<INVESTMENTS-AT-VALUE> 201663179
<RECEIVABLES> 6748149
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 166871
<TOTAL-ASSETS> 208578199
<PAYABLE-FOR-SECURITIES> 9050220
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 477818
<TOTAL-LIABILITIES> 9528038
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 199053407
<SHARES-COMMON-STOCK> 199053407
<SHARES-COMMON-PRIOR> 254253378
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3246)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 199050161
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 8192103
<OTHER-INCOME> 0
<EXPENSES-NET> 916263
<NET-INVESTMENT-INCOME> 7275840
<REALIZED-GAINS-CURRENT> (1065)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 7274775
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7275840
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 395065691
<NUMBER-OF-SHARES-REDEEMED> 452408568
<SHARES-REINVESTED> 2142906
<NET-CHANGE-IN-ASSETS> (55201036)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (2181)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 916263
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 916263
<AVERAGE-NET-ASSETS> 228399520
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.03
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
BATTLE FOWLER LLP
75 East 55th Street
New York, New York 10022
August 13, 1997
Tax Exempt Proceeds Fund, Inc.
600 Fifth Avenue
New York, New York 10020
Gentlemen:
We have acted as counsel to Daily Tax Free Income Fund, Inc. a Maryland
Corporation (the "Fund"), in connection with the preparation and filing of
Registration Statement No. 33-25747 on Form N-1A pursuant to Rule 24e-2 of the
Securities Act of 1933 registering the issuance of (the "Registration
Statement") 55,529,970.21 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, proceedings 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 all copies submitted to us. As to
various questions 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 55,529,970.21
shares of common stock interest, par value $.001 per share, of the Fund, to be
issued in accordance with the terms of the offering, as set forth in the
Prospectus and Statement of Additional Information included as part of the
Registration Statement and in accordance with applicable state securities laws,
when so issued and paid for, will constitute validly authorized and legally
issued shares of beneficial interest, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Registration Statement
under the heading "Federal Income Taxes" in the Prospectus and in the Statement
of Additional Information, and under the heading "Counsel and Auditors" in the
Statement of Additional Information.
Very truly yours,
BATTLE FOWLER LLP
