Rule 24f-2 Notice For
PAINEWEBBER/KIDDER PEABODY CALIFORNIA
TAX EXEMPT MONEY FUND
(1933 Act File No. 33-14400)
1. The fiscal year for which the notice is filed:
August 1, 1994 to July 31, 1995
2. The number or amount of securities of the same class or series, if any, which
had been registered under the Securities Act of 1933 other than pursuant to
this section but which remained unsold at the beginning of such fiscal year:
None
3. The number or amount of securities, if any, registered during such fiscal
year other than pursuant to this section:
None
4. The number or amount of securities sold during such fiscal year:
$641,776,055 representing 641,776,055 shares of beneficial interest
($0.001 par value)
5. The number or amount of securities sold during such fiscal year in reliance
upon registration pursuant to this section:
$641,776,055 representing 641,776,055 shares of beneficial interest
($0.001 par value)
6. The calculation of filing fee:
(a) The total amount of registered shares of
beneficial interest ($0.001 par value) sold
including sales load: $641,776,055
(b) Less the total amount of registered shares of
beneficial interest ($0.001 par value) redeemed
or repurchased: (675,247,310)
------------
(c) Difference (i.e., (a) less (b)): ($33,471,255)
============
(d) Filing fee pursuant to section 6(b) of
1933 Act (Line (c) Amount / 2,900): $0
============
/s/ Ann Moran
Ann Moran
Assistant Treasurer
Date: 09/22/95
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
September 22, 1995
Painewebber/Kidder Peabody California
Tax Exempt Money Fund
1285 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
We are general counsel to your company (the "Fund"). This letter is in response
to your request for our opinion in connection with the filing by you of a "Rule
24f-2 Notice" pursuant to Rule 24f-2 promulgated under the Investment Company
Act of 1940, as amended. In such notice you have reported the sale during the
fiscal year ended July 31, 1995 of an aggregate of 641,776,055 of your shares
(the "Shares").
We have acted as counsel to the Fund since its organization and in connection
with the filing by the Fund of a registration statement, and amendments thereto,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. In so acting, we have examined a copy of the Fund's charter documents,
the Rule 24f-2 Notice, the original or reproduced or certified copies of all
such records of the Fund, agreements, certificates of officers and
representatives of the Fund and others, and such other documents, papers,
statutes and authorities as we deemed necessary to form a basis for the opinion
hereinafter expressed. As to matters of fact relevant to such opinion, we have
relied upon the Rule 24f-2 Notice and statements and certificates of officers
and representatives of the Fund and others. We have assumed the genuineness of
all signatures and the conformity to the original documents of the copies of
documents supplied to us as originals or reproduced copies.
Based upon the foregoing, we are of the opinion that the Shares referred to in
the Rule 24f-2 Notice were validly issued, fully paid and non-assessable by the
Fund.
We consent to the filing of this opinion with the Rule 24f-2 Notice referred to
above. In giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan
STROOCK & STROOCK & LAVAN
