[Federal Register Volume 60, Number 78 (Monday, April 24, 1995)]
[Notices]
[Pages 20136-20137]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-9983]



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SECURITIES AND EXCHANGE COMMISSION
[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'').

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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\

    \1\Section 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.
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    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\

    \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 $91,857. One half of the expenses were borne by the Fund's 
sponsor, Smith Barney Inc., and [[Page 20137]] 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