[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]
-----------------------------------------------------------------------
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'').
-----------------------------------------------------------------------
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\
---------------------------------------------------------------------------
\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.
---------------------------------------------------------------------------
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