20136 Federal Register / Vol. 60, No. 78 / Monday, April 24, 1995 / Notices

16See Exchange Act Release No. 28910, supra

note 7.

17 15 U.S.C. 78s(b)(2) (1988). 18 17 CFR 200.30–3(a)(12) (1994).

1Section 17(a) of the Act generally prohibits sales

or purchases 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.

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.

listing 16 and, therefore, does not raise

any new regulatory issues.

Moreover, Amendment No. 1 provides

that the Exchange may list longer-term

LEAPS on all indexes currently

approved for the trading of standardized

options, regardless of whether the index

was previously approved for the trading

of LEAPS. For those indexes approved

for trading LEAPS, the Commission

believes that Amendment No. 1 clarifies

the application of the proposal and

minimizes the potential for investor

confusion. With regard to those indexes

not previously approved for trading

LEAPS, the Commission believes that

allowing index LEAPS on these indexes,

including the proposed longer-term

LEAPS, does not raise any new

regulatory issues. Specifically, each of

these indexes has previously been

approved by the Commission for the

listing of standardized index options,

and LEAPS on these indexes will be

subject to the limitations discussed

above.

Accordingly, the Commission believes

it is consistent with Section 6(b)(5) of

the Act to approve Amendment No. 1 to

the Phlx’s proposal on an accelerated

basis.

Interested persons are invited to

submit written data, views and

arguments concerning Amendment No.

1. Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, NW.,

Washington, DC 20549. Copies of the

submission, all subsequent

amendments, all written statements

with respect to the proposed rule

change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. 552, will be

available for inspection and copying in

the Commission’s Public Reference

Section, 450 Fifth Street, NW.,

Washington, DC. Copies of such filing

will also be available for inspection and

copying at the principal office of the

Phlx. All submissions should refer to

the File No. SR–Phlx–95–11 and should

be submitted by May 15, 1995.

It is therefore ordered, pursuant to

Section 19(b)(2) of the Act,17 that the

proposed rule change (File No. SR–

Phlx–95–11) is approved.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.18

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–9979 Filed 4–21–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21013; 811–4403]

Smith Barney California Municipal

Money Market Fund; Notice of

Application

April 17, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’).

ACTION: Notice of application for

deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Smith Barney California

Municipal Money Market Fund.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

seeks an order declaring that it has

ceased to be an investment company.

FILING DATE: The application was filed

on February 22, 1995 and amended on

April 5, 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.

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 business trust under

the laws of Massachusetts. On

September 4, 1985, 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

November 20, 1985, 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 Muni

Funds—California Money Market

Portfolio (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

3. On August 2, 1994, applicant

mailed proxy materials to its

shareholders. On November 11, 1994,

applicant’s shareholders approved the

reorganization.

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 831,064,778 shares

outstanding, having an aggregate net

asset value of $830,713,099 and a per

share net asset value of $1.00.2

5. Expenses incurred in connection

with the reorganization, consisting of

accounting, printing, administrative,

and legal expenses, totaled $91,857. One

half of the expenses were borne by the

Fund’s sponsor, Smith Barney Inc., and
Federal Register / Vol. 60, No. 78 / Monday, April 24, 1995 / Notices 20137

1Section 17(a) of the Act generally prohibits sales

or purchases 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.

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.

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 intends to file the

appropriate notice of termination with

Massachusetts 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. 95–9983 Filed 4–21–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21012; 811–4402]

Smith Barney New York Municipal

Money Market Fund; Notice of

Application

April 17, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’).

ACTION: Notice of application for

deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Smith Barney New York

Municipal Money Market Fund.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

seeks an order declaring that it has

ceased to be an investment company.

FILING DATE: The application was filed

on February 22, 1995 and amended on

April 5, 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.

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 business trust under

the laws of Massachusetts. On

September 4, 1985, 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

November 20, 1985, 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 Muni

Funds—New York Money Market

Portfolio (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

3. On August 2, 1994, applicant

mailed proxy materials to its

shareholders. On November 11, 1994,

applicant’s shareholders approved the

reorganization.

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 605,581,399 shares

outstanding, having an aggregate net

asset value of $605,235,435 and a per

share net asset value of $1.00.2

5. Expenses incurred in connection

with the reorganization, consisting of

accounting, printing, administrative,

and legal expenses, totaled $92,383. 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 intends to file the

appropriate notice of termination with

Massachusetts 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. 95–9984 Filed 4–21–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No IC–21018; 811–3019]

Smith Barney Government and

Agencies Fund Inc.; Application

April 18, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’).

ACTION: Notice of application for

deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Smith Barney Government

and Agencies 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 DATE: The application was filed

on February 22, 1995 and amended on

April 5, 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