KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Richard De Sanctis and Bernadette N. Finn,
and each of them, with full power of substitution, as his/her true and lawful
attorney and agent to execute in his/her name on his/her behalf, in any and all
capacities, the Registration Statement on Form N-1A, No. 33-25747, and any and
all amendments thereto (including pre-effective amendments) filed by Tax Exempt
Proceeds Fund, Inc. (the "Fund") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and under the Investment Company
Act of 1940, as amended, and any and all other instruments which such attorney
and agent deems necessary or advisable to enable the Fund to comply with the
Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, the rules, regulations and requirements of the Securities and Exchange
Commission, and the securities or Blue Sky laws of any state or other
jurisdiction; and the undersigned hereby ratifies and confirms as his own act
and deed any and all that such attorney and agent shall do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
\s\ Catherine S. Boone Director October 23, 2000
Catherine S. Boone
\s\ Howard G. Rifkin Director October 23, 2000
Howard G. Rifkin
