[Federal Register Volume 61, Number 250 (Friday, December 27, 1996)]
[Notices]
[Pages 68321-68322]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-32959]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22409; 811-5168]


PaineWebber/Kidder, Peabody California Tax Exempt Money Fund; 
Notice of Application

December 19, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').

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

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APPLICANT: PaineWebber/Kidder, Peabody California Tax Exempt Money 
Fund.

RELEVANT ACT SECTION: Section 8(f).

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

FILING DATE: The application was filed on November 6, 1996.

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 January 13, 
1997, and should be accompanied by proof of service on the 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 Fifth Street, N.W., Washington, D.C. 
20549. Applicant, c/o Dianne E. O'Donnell, Legal Department, Mitchell 
Hutchins Asset Management Inc., 1285 Avenue of the Americas, 18th 
Floor, New York, New York 10019.

FOR FURTHER INFORMATION CONTACT:
Diane L. Titus, Paralegal Specialist, at (202) 942-0584, or Mary Kay 
Frech, 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 from 
the SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is an open-end, non-diversified management investment 
company organized as a business trust under the laws of the 
Commonwealth of Massachusetts. On May 18, 1987, applicant registered 
under section 8(a) of the Act and filed a registration statement on 
Form N-1A pursuant to section 8(b) of the Act and the Securities Act of 
1933, covering an indefinite number of shares of beneficial interest. 
The registration statement was declared effective on August 4, 1987, 
and the initial public offering of shares commenced thereafter.
    2. On July 20, 1995, applicant's Board of Trustees approved an 
Agreement and Plan of Reorganization and Termination (``Plan'') between 
applicant and PaineWebber Managed Municipal Trust on behalf of its 
series, PaineWebber RMA California Municipal Money Fund (``PW Fund''), 
whereby PW Fund was to acquire all the assets of applicant in exchange 
solely for shares of beneficial interest in PW Fund and the assumption 
by PW Fund of all of applicant's liabilities. In accordance with rule 
17a-8 of the Act, applicant's directors determined that the 
reorganization was in the best interests of applicant and that the 
interests of applicant's existing shareholders would not be diluted as 
a result.\1\
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    \1\ Applicant and PW Fund may be deemed to be affiliated persons 
of each other by reason of having a common investment adviser, 
common directors, and/or common officers. Although purchases and 
sales between affiliated persons generally are prohibited by section 
17(a) of the Act, rule 17a-8 provides an exemption for certain 
purchases and sales among investment companies that are affiliated 
persons of each other solely by reason of having a common investment 
adviser, common directors, and/or common officers.
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    3. According to applicant's proxy statement, the trustees 
considered a number of factors in approving the Plan, including, (a) 
the compatibility of the investment objectives, policies, and 
restrictions of the funds, (b) the investment performance of the funds, 
(c) the effect of the reorganization on expected investment 
performance, (d) the effect of the reorganization on the expense ratio 
of the PW Fund relative to each fund's current expense ratio, and (e) 
possible alternatives to the reorganization, including continuing to 
operate on a stand-alone basis on liquidation.
    4. Proxy materials relating to the Plan and the transactions 
contemplated thereby and a combined prospectus relating to the shares 
of PW Fund to be issued were mailed to applicant's shareholders on or 
about November 2, 1995. At a special meeting held on December 4, 1995, 
applicant's shareholders approved the Plan.
    5. On December 11, 1995 (the ``Closing Date''), applicant had 
120,122,110.24 shares of beneficial interest, par value $.001 per share 
of applicant outstanding, having an

[[Page 68322]]

aggregate net asset value of $120,039,529.79 and a per share net asset 
value of $1.00. Pursuant to the Plan, applicant transferred to PW Fund 
all rights, title, and interest in and to applicant's assets. In 
exchange therefor, PW Fund assumed all liabilities, debts, obligations, 
and duties of applicant, and issued to applicant the number of shares 
of PW Fund determined by dividing the net asset value of a share of 
applicant by the net asset value of a share of PW Fund, in each case as 
of the close of regular trading on the New York Stock Exchange, Inc. on 
the Closing Date.
    6. On the Closing Date, applicant liquidated and distributed pro 
rata to its shareholders of record, determined as of the close of 
business on the Closing Date, the shares of PW Fund received by 
applicant in the reorganization, in exchange for such shareholders' 
shares of applicant.
    7. The expenses incurred in connection with the reorganization 
consisted primarily of legal expenses, expenses of printing and mailing 
communications to shareholders, registration fees, and miscellaneous 
accounting and administrative expenses. These expenses totalled 
approximately $150,000 and were borne by applicant and PW Fund in 
proportion to their respective net assets.
    8. As of the date of the application, applicant has no assets, 
debts or liabilities, and has no securityholders. Applicant is not a 
party to any litigation or administrative proceedings. Applicant is not 
now engaged, and does not propose to engage, in any business activities 
other than those necessary for winding-up of its affairs.
    9. Applicant intends to file appropriate documentation to terminate 
its existence in Massachusetts, as required by Massachusetts law.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-32959 Filed 12-26-96; 8:45 am]
BILLING CODE 8010-01-M