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Securities and Exchange Commission
Washington, D.C. 20549
Rule 24f-2 Notice
for
AFD Exchange Reserves
1345 Avenue of the Americas
New York, New York 10105
under the Investment Company Act of 1940
File No. 33-74230
(i) Fiscal year for which this Notice is filed:
September 30, 1994 through September 30, 1995
(ii) Number or amount of securities of the same class or
series, if any, which had been registered under the Securities
Act of 1933 other than pursuant to Rule 24f-2 under the
Investment Company Act of 1940 but which remained unsold at the
beginning of such fiscal year:
None
(iii) Number or amount of securities, if any, registered
during such fiscal year other than pursuant to Rule 24f-2:
None
(iv) Number or amount of securities sold during such fiscal
year:
562,653,076 shares
(v) Number or amount of securities sold during such fiscal
year in reliance upon Rule 24f-2:
562,653,076 shares*
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Exhibit: Opinion of Messrs. Seward & Kissel
_________________________________________
*The filing fee of $11,377 is due based on the following
calculation made in accordance with Rule 24f-2(c) of the
Investment Company Act of 1940 and Section 6(b) of the Securities
Act of 1933: the actual aggregate sales price of the 562,653,076
shares sold during such fiscal year in reliance upon Rule 24f-2
was $562,653,076; the actual aggregate dollar amount of shares
redeemed during such fiscal year was $505,766,297, none of which
was previously used for reduction pursuant to Rule 24e-2(a) in
filings made pursuant to Rule 24e-1 and all of which is being so
used for reduction pursuant to this Rule 24f-2 Notice.
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SIGNATURE
Pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of 1940, AFD Exchange Reserves has duly
caused this Rule 24f-2 Notice to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and State of
New York, on the 15th day of November, 1995.
AFD EXCHANGE RESERVES
By: /s/ Edmund P. Bergan, Jr.
___________________________
Edmund P. Bergan, Jr.
Secretary
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Seward & Kissel
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
November 15, 1995
AFD Exchange Reserves
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for AFD Exchange Reserves,
a Massachusetts business trust (the "Company"), in
connection with the Company's Rule 24f-2 Notice to be filed
pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended, to report the sale of 562,653,076 shares
of beneficial interest of the Company, par value $.001 per
share, during the fiscal year of the Company ended September
30, 1995, in reliance upon that Rule and pursuant to the
registration of an indefinite number of such shares under
the Securities Act of 1933, as amended.
As counsel for the Company, we have examined and
relied upon such records of the Company and other documents
and certificates as to factual matters as we have deemed to
be necessary to render the opinion set forth below.
Based on that examination we are of the opinion
that the 562,653,076 shares so sold in reliance upon Rule
24f-2 were duly authorized and legally issued and, upon
their issuance, were fully paid and nonassessable shares of
beneficial interest of the Company under the laws of the
Commonwealth of Massachusetts.
Our opinion above stated is expressed as members of
the bar of the State of New York.
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We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit to
the above-referenced Rule 24f-2 Notice.
Very truly yours,
/s/ Seward & Kissel
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00250163.AG2
