EX-99.CERT 11(a)(1)


                         TAX EXEMPT PROCEEDS FUND, INC.
                   CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
                            SENIOR FINANCIAL OFFICERS

I.       Covered Officers/Purpose of the Code


This code of ethics (the "Code") applies to the Principal Executive Officer and
Principal Financial Officer (the "Covered Officers," each of whom are set forth
in Exhibit A) of the Tax Exempt Proceeds Fund, Inc. (the "Fund") for the purpose
of promoting:

     o        honest and ethical conduct, including the ethical handling of
              actual or apparent conflicts of interest between personal and
              professional relationships;

     o        full, fair, accurate, timely and understandable disclosure in
              reports and documents that a registrant files with, or submits to,
              the Securities and Exchange Commission ("SEC") and in other public
              communications made by the Fund;

     o        compliance with applicable laws and governmental rules and
              regulations;

     o        the prompt internal reporting of violations of the Code to an
              appropriate person or persons identified in the Code; and

     o        accountability for adherence to the Code.
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Each Covered Officer should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.

II.      Covered Officers Should Handle Ethically Actual and Apparent Conflicts
         of Interest


Overview. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, the Fund. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his family, receives improper personal benefits as a result of his position with
the Fund.


Certain conflicts of interest arise out of the relationships between Covered
Officers and the Fund and already are subject to conflict of interest provisions
in the Investment Company Act of 1940 ("Investment Company Act") and the
Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Fund because of
their status as "affiliated persons" of the Fund. The Fund's and the investment
adviser's compliance programs and procedures are designed to prevent, or
identify and correct, violations of these provisions. This Code does not, and is
not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.


Although typically not presenting an opportunity for improper personal benefit,
conflicts arise from, or as a result of, the contractual relationship between
the Fund and the investment adviser, of which the Covered Officers are also
officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Fund or for the adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the adviser and the
Fund. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Fund and the adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of the Fund. Thus, if performed in conformity with the provisions of
the Investment Company Act and the Investment Advisers Act, such activities will
be deemed to have been handled ethically. In addition, it is recognized by the
Fund's Board of Directors (the
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                                                             EX-99.CERT 11(a)(1)

"Board") that the Covered Officers may also be officers of one or more other
investment companies covered by this or other codes.


Other conflicts of interest are covered by the Code, even if such conflicts of
interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Fund.

                                     * * * *

              Each Covered Officer must:

     o        not use his personal influence or personal relationships
              improperly to influence investment decisions or financial
              reporting by the Fund whereby the Covered Officer would benefit
              personally to the detriment of the Fund;

     o        not cause the Fund to take action, or fail to take action, for the
              individual personal benefit of the Covered Officer rather than the
              benefit of the Fund; and

     o        not use material non-public knowledge of portfolio transactions
              made or contemplated for the Fund to trade personally or cause
              others to trade personally in contemplation of the market effect
              of such transactions.


There are some potential conflict of interest situations that should be
discussed with Fund counsel in order to determine whether these situations pose
a material risk of causing detriment to the Fund. Examples of these include:

     o        service as a director on the board of any public or private
              company;

     o        the receipt of any non-nominal gifts from any company with which
              the Fund has current or prospective business dealings, to the
              extent the situation is not addressed by the Fund's 17j-1 Code of
              Ethics or the investment adviser's Code of Ethics;

     o        the receipt of any entertainment from any company with which the
              Fund has current or prospective business dealings unless such
              entertainment is business-related, reasonable in cost, appropriate
              as to time and place, and not so frequent as to raise any question
              of impropriety, to the extent the situation is not addressed by
              the Fund's 17j-1 Code of Ethics or the investment adviser's Code
              of Ethics;

     o        any ownership interest in, or any consulting or employment
              relationship with, any of the Fund's service providers, other than
              its investment adviser, principal underwriter, administrator or
              any affiliated person thereof; and

     o        a direct or indirect financial interest in commissions,
              transaction charges or spreads paid by the Fund for effecting
              portfolio transactions or for selling or redeeming shares other
              than an interest arising from the Covered Officer's employment,
              such as compensation or equity ownership.

III.     Disclosure and Compliance

     o        Each Covered Officer should familiarize himself with the
              disclosure requirements generally applicable to the Fund;
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                                                             EX-99.CERT 11(a)(1)

     o        each Covered Officer should not knowingly misrepresent, or cause
              others to misrepresent, facts about the Fund to others, whether
              within or outside the Fund, including to the Fund's directors and
              auditors, and to governmental regulators and self-regulatory
              organizations;

     o        each Covered Officer should, to the extent appropriate within his
              area of responsibility, consult with other officers and employees
              of the Fund and the adviser with the goal of promoting full, fair,
              accurate, timely and understandable disclosure in the reports and
              documents the Fund files with, or submits to, the SEC and in other
              public communications made by the Fund;

     o        each Covered Officer should comply with his or her obligations
              under the Fund's Disclosure Controls and Procedures and
              certification requirements relating to the reports on Form N-CSR
              (certified shareholder reports) and on Form N-Q (quarterly
              schedule of portfolio holdings) that the Fund is required to file;
              and

     o        it is the responsibility of each Covered Officer to promote
              compliance with the standards and restrictions imposed by
              applicable laws, rules and regulations.

IV.      Reporting and Accountability


              Each Covered Officer must:

     o        upon adoption of the Code (or thereafter as applicable, upon
              becoming a Covered Officer), affirm in writing to the Board that
              he has received, read, and understands the Code;

     o        annually thereafter affirm to the Board that he has complied with
              the requirements of the Code;

     o        not retaliate against any other Covered Officer or any employee of
              the Fund or its affiliated persons for reports of potential
              violations that are made in good faith; and

     o        notify the Audit Committee promptly if he knows of any violation
              of this Code.  Failure to do so is itself a violation of this
              Code.


Fund counsel is responsible for applying this Code to specific situations in
which questions are presented under it and has the authority to interpret this
Code in any particular situation. Any approvals or waivers(1) sought by the
Covered Officers must be considered Fund counsel.


The Fund will follow these procedures in investigating and enforcing this Code:

     o        Fund counsel will take all appropriate action to investigate any
              potential violations reported to it;

     o        if, after such investigation, Fund counsel believes that no
              violation has occurred, Fund counsel is not required to take any
              further action;

     o        if Fund counsel determines that a violation has occurred it will
              inform and make a recommendation to the full Board, which will
              consider appropriate action, which may include (i) review of, and
              appropriate modifications to, applicable policies and procedures;
              (ii) notification to appropriate personnel of the investment
              adviser or its board; or (iii) a recommendation to dismiss the
              Covered Officer;

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(1)      Item 2 of Form N-CSR defines "waiver" as "the approval by the
         registrant of a material departure from a provision of the code of
         ethics" and "implicit waiver," which must also be disclosed, as "the
         registrant's failure to take action within a reasonable period of time
         regarding a material departure from a provision of the code of ethics
         that has been made known to an executive officer" of the registrant.


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                                                             EX-99.CERT 11(a)(1)

     o        Fund counsel will be responsible for granting waivers, as
              appropriate; and

     o        any changes to or waivers of this Code will, to the extent
              required, be disclosed as provided by SEC rules.

V.       Other Policies and Procedures


This Code shall be the sole code of ethics adopted by the Fund for purposes of
Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to
registered investment companies thereunder. Insofar as other policies or
procedures of the Fund, the Fund's adviser, principal underwriter, or other
service providers govern or purport to govern the behavior or activities of the
Covered Officers who are subject to this Code, they are superseded by this Code
to the extent that they overlap or conflict with the provisions of this Code.
The Fund's and its investment adviser's and principal underwriter's codes of
ethics under Rule 17j-l under the Investment Company Act, and any other codes of
conduct applicable to such entities, are separate requirements applying to the
Covered Officers and others, and are not part of this Code.

VI.      Amendments


Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board.

VII.     Confidentiality


All reports and records prepared or maintained pursuant to this Code will be
considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than Fund counsel and the Board of Directors (and its
counsel) of the Fund where such reports or records pertain to a Covered Officer
of the Fund.

VIII.    Internal Use


The Code is intended solely for the internal use by the Fund and does not
constitute an admission, by or on behalf of the Fund, as to any fact,
circumstance, or legal conclusion.


Adopted:  September 9, 2003, as amended September 13, 2004, December 13, 2007
and June 19, 2008.


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                                                             EX-99.CERT 11(a)(1)

                                    Exhibit A


                     Persons Covered by this Code of Ethics


Michael P. Lydon
Principal Executive Officer



Joseph Jerkovich
Principal Financial Officer