-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uq3jjQip2tCkKjrAaHU1ZNnz9fNUdRycyr3hMqm+Z47GK2g9kO3878knK4fDOPJs MWU4kOQww8IelnOiCSgRUg== 0000311561-97-000002.txt : 19970226 0000311561-97-000002.hdr.sgml : 19970226 ACCESSION NUMBER: 0000311561-97-000002 CONFORMED SUBMISSION TYPE: 24F-2NT PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970225 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL TAX FREE MONEY FUND INC CENTRAL INDEX KEY: 0000311561 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132993505 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 24F-2NT SEC ACT: 1933 Act SEC FILE NUMBER: 002-64625 FILM NUMBER: 97543166 BUSINESS ADDRESS: STREET 1: 199 WATER ST CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122142189 MAIL ADDRESS: STREET 1: ONE SEAPORT PLZ STREET 2: ONE SEAPORT PLZ CITY: NEW YORK STATE: NY ZIP: 10292 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE TAX FREE MONEY FUND INC DATE OF NAME CHANGE: 19920603 FORMER COMPANY: FORMER CONFORMED NAME: CHANCELLOR TAX FREE MONEY FUND INC DATE OF NAME CHANGE: 19830516 FORMER COMPANY: FORMER CONFORMED NAME: CHANCELLOR TAX EXEMPT DAILY INCOME FUND INC DATE OF NAME CHANGE: 19810811 24F-2NT 1 TAX FREE MONEY 24F2 12/31/96 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. 1. Name and address of issuer: Prudential Tax-Free Money Fund, Inc., Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102-4077. 2. Name of each series or class of funds for which this notice is filed: The Fund offers one class of shares. 3. Investment Company Act File Number: 811-2927. Securities Act File Number: 2-64625. 4. Last day of fiscal year for which this notice is filed: December 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): 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: 156,056,524 /$156,056,524. 8. Number and amount of securities registered during the fiscal year other than pursuant to rule 24f-2: 106,916,243 /$106,916,243. 9. Number and aggregate sale price of securities sold during the fiscal year: 1,086,264,535 /$1,086,264,535. 10. Number and aggregate sale price of securities sold during the fiscal year in reliance upon registration pursuant to rule 24f-2: 1,086,264,535 /$1,086,264,535 . 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): 10,887,534 /$10,887,534 . 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): $1,086,264,535 (ii) Aggregate price of shares issued in connection with dividend reinvestment plans (from item 11, if applicable): + 10,887,534 (iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable): - 1,150,706,698 (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 of rule 24f-2 [line (i), plus line (ii), less line (iii), plus line (iv)] (if applicable): ($53,554,629) (vi) Multiplier prescribed by section 6(b) of the Securities Act of 1933 or other applicable law or regulation (see instruction C.6): x 1/3300 (vii) Fee due [line (i) or line (v) multiplied by line (vi)]: -0- Instructions: 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). [ ] Date of mailing or wire transfer of filing fees to the Commission's lockbox depository: _____________. 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. /s/ S. Jane Rose By S. Jane Rose, Secretary Date: February 24, 1997 tfm-297.NOT EX-99 2 TAX FREE MONEY OUTSIDE COUNSEL LETTER 12/9 Prudential Growth Opportunity Fund, Inc. -2- SULLIVAN & CROMWELL NEW YORK TELEPHONE: (212) 558-4000 TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)125 Broad Street, New York 10004- 2498 CABLE ADDRESS: LADYCOURT, NEW YORK __________ FACSIMILE: (212) 558-3588 (125 Broad Street)250 PARK AVENUE, NEW YORK 10177-0021 (212) 558-3792 (250 Park Avenue)1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805 444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901 8, PLACE VENDOME, 75001 PARIS ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY 101 COLLINS STREET, MELBOURNE 3000 2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100 NINE QUEEN'S ROAD, CENTRAL, HONG KONG February 24, 1997 Prudential Tax-Free Money Fund, Inc., Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077. Dear Sirs: You have requested our opinion in connection with the notice which you propose to file pursuant to Rule 24f-2 under the Investment Company Act of 1940 with respect to 1,086,264,535 shares of your Common Stock, $.01 par value (the "Shares"). As your counsel, we are familiar with your organization and corporate status and the validity of your Common Stock. We advise you that, in our opinion, the Shares are legally and validly issued, fully paid and nonassessable. The foregoing opinion is limited to the Federal laws of the United States and the General Corporation Laws of the State of Maryland, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible. We consent to the filing of this opinion with the Securities and Exchange Commission in connection with the notice referred to above. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933. Very truly yours, SULLIVAN & CROMWELL EX-99 3 TAX FREE MONEY COVER LETTER 12/96 PRUDENTIAL TAX-FREE MONEY FUND, INC. Gateway Center Three, 9th Floor 100 Mulberry Street Newark, NJ 07102 February 24, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Prudential Tax-Free Money Fund, Inc. File Nos. 2-64625 and 811-2927 Ladies and Gentlemen: On behalf of Prudential Tax-Free Money Fund, Inc. enclosed for filing under the Investment Company Act of 1940 are: (1) One copy of Form 24f-2; and (2) Opinion of counsel to the Fund. These documents have also been filed using the EDGAR system. If you have any questions relating to the foregoing, please call the undersigned at (201)367-7532. Please acknowledge receipt via EDGAR. Very truly yours, /s/Ellyn C. Vogin Ellyn C. Vogin Assistant Secretary Enclosures TFM-297.ltr -----END PRIVACY-ENHANCED MESSAGE-----