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.
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1. Name and address of issuer:
Tax Exempt Proceeds Fund, Inc.
600 Fifth Avenue
New York, New York 10020-2302
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2. Name of each series or class of funds for which this notice is filed:
Not applicable
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3. Investment Company Act File Number: 811-5698
Securities Act File Number: 33-25747
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4. Last day of fiscal year for which this notice is filed:
June 30, 1997
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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:
[ ]
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6. Date of termination of issuer's declaration under ruler 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
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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
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0.00 None
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9. Number and aggregate sale price of securities sold during the fiscal year:
$395,065,691.48
395,065,691.48 Shares
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<PAGE>
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
$395,065,691.48
395,065,691.48 Shares
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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):
$2,142,905.74
2,142,905.74 Shares
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12. Calculation of Registration Fee:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal $395,065,691.48
year in reliance on rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in connection with dividend + 2,142,905.74
reinvestment plans (from Item 11, if applicable):
(iii) Aggregate price of shares redeemed or repurchased -452,408,567.43
during the fiscal year (if applicable):
(iv) Aggregate price of shares redeemed or repurchased and + 55,199,970.21
previously applied as a reduction to filing fees pursuant to rule
24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued during the 0.00
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the Securities Act x 0.00030303
of 1933 or other applicable law or regulation (see instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 0.00
</TABLE>
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.
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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:
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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, Secretary
Bernadette N. Finn, Secretary
Date: August 20, 1997
* Please print the name and title of the signing officer below the signature.
Exhibit: Battle Fowler LLP Opinion
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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 Tax Exempt Proceeds Fund, Inc.(the "Fund") in
connection with the preparation of the Rule 24f-2 Notice (the "Notice") covering
395,065,691.48 shares of Common Stock, par value $.001 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 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 395,065,691.48
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
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Rule
24f-2 Notice.
Very truly yours,
BATTLE FOWLER LLP
