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:
Tax-Exempt New York Money Market Fund
120 S. LaSalle Street, Chicago Illinois 60603
2. Name of each series or class of funds for which this notice is
filed: N/A
3. Investment Company Act File Number: 811-6108
Securities Act File Number: 33-34819
4. Last day of fiscal year for which this notice is filed:
March 31, 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 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:
0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
Number: 108,778,963
Aggregate Sale Price: $108,778,963
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number: 108,778,963
Aggregate Sale Price: $108,778,963
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):
Number: 0
Aggregate Sale Price: $0
U.S. Securities and Exchange Commission, Rule 24f-2 Notice p.2
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):
$108,778,963
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+$0
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- -$104,342,233
(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):
$4,436,730
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x1/29th of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$1,529.91
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). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: May 28, 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/Philip J. Collora, Vice President and
Secretary
-------------------------------------
Philip J. Collora, Vice President and
Secretary
Date: May 28, 1996
* Please print the name and title of the signing officer below the
signature.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
May 28, 1996
Tax-Exempt New York Money Market Fund
120 South LaSalle Street
Chicago, Illinois 60603
Re: Rule 24f-2 for Tax-Exempt New York Money Market Fund (the
"Fund")
File No. 33-34819
--------------------------------------------------------------
Ladies and Gentlemen:
Reference is made to your Registration Statement under the
Securities Act of 1933 and the Investment Company Act of 1940 (the
"1940 Act") on Form N-1A and all amendments thereto and the Rule
24f-2 Notice ("Notice") to be filed by you with the Securities and
Exchange Commission pursuant to Rule 24f-2 under the 1940 Act for
the fiscal year ended March 31, 1996. Reference is also made to
the 108,778,963 shares (the "Shares") specified in said Notice as
having been sold in reliance upon registration pursuant to Rule
24f-2.
Assuming that the Fund's Amended and Restated Agreement and
Declaration of Trust dated March 9, 1990 and the By-Laws of the
Fund adopted March 17, 1990 are presently in full force and effect
and have not been amended in any respect and that the resolutions
adopted by the Board of Trustees of the Fund on March 2 and March
17, 1990 relating to organizational matters and the issuance of
shares are presently in full force and effect and have not been
amended in any respect, it is our opinion that the Shares, the
registration of which the Notice makes definite in number, were
legally issued, fully paid and nonassessable (although shareholders
of the Fund may be subject to liability under certain circumstances
described in the Statement of Additional Information in the
Registration Statement of the Fund under the caption "Shareholder
Rights"). In rendering this opinion, we have relied upon an
opinion dated July 27, 1990 from Ropes & Gray of Boston,
Massachusetts and upon an Officer's Certificate executed by the
Treasurer of the Fund representing that all Shares of the Fund have
been issued at the net asset value determined in accordance with
the Fund's prospectus.
This opinion is solely for the benefit of the Fund, the Fund's
Board of Trustees and the Fund's officers and may not be relied
upon by any other person without our prior written consent. We
consent to the use of this opinion in connection with the
aforementioned Notice to be filed pursuant to Rule 24f-2 under the
1940 Act.
Sincerely,
/s/Vedder, Price, Kaufman & Kammholz
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
COK/dd
