[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
