[Federal Register Volume 60, Number 80 (Wednesday, April 26, 1995)]
[Notices]
[Pages 20548-20549]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-10184]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21023; 811-3529]


Smith Barney Shearson Municipal Money Market Fund Inc.; Notice of 
Application

April 20, 1995.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT: Smith Barney Shearson Municipal Money Market Fund Inc.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has 
ceased to be an investment company.

FILING DATES: The application was filed on February 22, 1995 and 
amended on April 5, 1995 and April 20, 1995.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on May 15, 1995, 
and should be accompanied by proof of service on applicant, in the form 
of an affidavit or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the writer's interest, the reason 
for the request, and the issues contested. Persons may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street, N.W., Washington, D.C. 
20549. [[Page 20549]] Applicant, 388 Greenwich Street, New York, New 
York 10013.

FOR FURTHER INFORMATION CONTACT: Elaine M. Boggs, Staff Attorney, at 
(202) 942-0572, or C. David Messman, Branch Chief, at (202) 942-0564 
(Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is an open-end management investment company that was 
organized as a corporation under the laws of Maryland. On July 29, 
1982, applicant registered under the Act as an investment company, and 
filed a registration statement to register its shares under the 
Securities Act of 1933. The registration statement was declared 
effective on October 12, 1982, and the initial public offering 
commenced shortly thereafter.
    2. On April 27, 1994 and May 25, 1994, applicant's board of 
trustees approved an agreement and plan of reorganization (the 
``Plan'') between applicant and Smith Barney Tax-Free Money Market Fund 
(the ``Acquiring Fund'')--a registered open-end management investment 
company. In addition, the board of trustees made the findings required 
by rule 17a-8 under the Act.\1\

    \1\Section 17(a) of the Act generally prohibits sales or 
purchase of securities between registered investment companies and 
any affiliated person of that company. Rule 17a-8 provides an 
exemption from section 17(a) for certain reorganizations among 
registered investment companies that may be affiliated persons, or 
affiliated persons of an affiliated person, solely by reason of 
having a common investment adviser, common directors, and/or common 
officers. Applicant and the Acquiring Fund were ``affiliated 
persons'' as defined in the Act solely by reason of having a common 
investment adviser.
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    3. On July 29, 1994, applicant mailed proxy materials to its 
shareholders. On November 11, 1994, applicant's shareholders approved 
the reorganization at a special meeting of shareholders.
    4. Pursuant to the Plan, on November 18, 1994, applicant 
transferred all of its assets to the Acquiring Fund in exchange for 
shares of the Acquiring Fund and the assumption by the Acquiring Fund 
of certain liabilities of applicant. Immediately thereafter, applicant 
liquidated and distributed pro rata to its shareholders the shares it 
received from the Acquiring Fund in the reorganization. On November 18, 
1994, applicant had 3,476,800,171 shares outstanding, having an 
aggregate net asset value of $3,475,385,704 and a per share net asset 
value of $1.00.\2\

    \2\Dividing the number of outstanding shares by the total net 
assets does not yield a precise figure of $1.00 per share. This 
results from both the effect on the total net assets of realized 
gains and losses resulting from the sale of portfolio securities 
prior to their stated maturity and the effect of penny rounding.
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    5. Expenses incurred in connection with the reorganization, 
consisting of accounting, printing, administrative, and legal expenses, 
totaled $281,807. One half of the expenses were borne by the Fund's 
sponsor, Smith Barney Inc., and the remainder were divided between 
applicant and the Acquiring Fund based on relative net assets.
    6. There are no securityholders to whom distributions in complete 
liquidation of their interests have not been made. Applicant has no 
debts or other liabilities that remain outstanding. Applicant is not a 
party to any litigation or administrative proceeding.
    7. Applicant intents to file the appropriate notice of termination 
with Maryland authorities.
    8. Applicant is not now engaged, nor does it propose to engage, in 
any business activities other than those necessary for the winding up 
of its affairs.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-10184 Filed 4-25-95; 8:45 am]
BILLING CODE 8010-01-M