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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Rochester Tax Managed Fund, Inc.
350 Linden Oaks
Rochester, NY 14625
2. Name of each series or class of funds for which this notice is
filed:
N/A
3. Investment Company Act File Number:
Securities Act File Number: 2-29210
4. Last day of fiscal year for which this notice is filed:
June 29, 1995 (date the Rochester Tax Managed Fund, Inc. ceased
operations)
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:
N/A /_/
6. Date of termination of issuer's declaration rule 24f-2(a)(1),
if applicable (see Instruction A.6):
N/A
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
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9. Number and aggregate sale price of securities sold during the
fiscal year:
17,772 $192,738
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-
2:
17,772 $192,738
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):
None
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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): $192,738
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + $0
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - $0
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(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
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(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): $ 192,738
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(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or
other applicable law or regulation
(see Instruction C.6): x $.00034483
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(vii) Fee due (line (i) or line (v)
multiplied by line (vi)): $ 66.46
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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).
/x/
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
December 15, 1995
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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/ Hilda I. Miller
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Hilda I. Miller
Treasurer
Date: December 14, 1995
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KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036
December 21, 1995
Rochester Tax Managed Fund, Inc.
350 Linden Oaks
Rochester, New York 14625
Re: Final Rule 24f-2 Notice
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Ladies and Gentlemen:
Rochester Tax Managed Fund, Inc. (the "Fund") is a corporation
organized under the laws of the State of New York. We understand that the
Fund is about to file a final Rule 24f-2 Notice pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended (the "Act"), for the
purpose of making definite the number of shares which it has registered
under the Securities Act of 1933, as amended, and which it sold during the
fiscal period January 1, 1995 to June 29, 1995, the day the Fund ceased
operations. Pursuant to Rule 24f-2(b)(3), the date that the Fund ceased
operations is deemed to be the close of its fiscal year for purposes of
that rule.
We have, as counsel, participated in various business and other
matters relating to the Fund. We have examined copies, either certified
or otherwise proved to be genuine, of its Articles of Incorporation and
By-Laws, as now in effect, and certain other documents and certificates of
officers and representatives of the Fund relating to its organization and
operation, and we generally are familiar with its business affairs. You
have advised us that, during its fiscal period from January 1, 1995 to
June 29, 1995, the Fund sold 17,772 shares of common stock ("Shares") at
an aggregate sales price of $192,738. Based on the foregoing, it is our
opinion that the 17,772 Shares sold during the Fund's fiscal period ended
June 29, 1995, the registration of which will be made definite by the
filing of a final Rule 24f-2 Notice, were legally issued, fully paid and
nonassessable.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By /s/ Robert J. Zutz
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Robert J. Zutz
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