APPENDIX I.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
PaineWebber/Kidder Peabody California Tax Exempt Money Fund
1285 Avenue of the Americas
New York, New York 10019
2. Name of each series or class of funds for which this notice is filed:
3. Investment Company Act File Number: 0000814400
Securities Act File Number: 33-14400
4. Last day of fiscal year for which this notice is filed:
December 11, 1995
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
$144,851,319
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
$144,851,319
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
$1,304,598
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item
10): $ 144,851,319
-------------
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): + 1,304,598
-------------
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -(300,054,709)
-------------
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing
fees pursuant to rule 24e-2 (if
applicable): + --
-------------
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance on rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)] (if
applicable):
(153,898,792)
-------------
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or
regulation (see Instruction C.6):
x
-------------
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]:
=============
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/ Paul Schubert
-------------------------------
Asst. Treasurer
-------------------------------
Date 2/7/96
-----------------
Please print the name and title of the signing officer below the signature.
Treasurer's Certificate
The undersigned, Paul Schubert, does hereby certify that he is the duly
elected, qualified and acting Assistant Treasurer of PaineWebber/Kidder
Peabody California Tax Exempt Money Fund, a Maryland Business Trust (the
"Trust"), and does hereby further certify, after review of the records of the
Trust, as follows:
1. The aggregate number of shares of beneficial interest ($0.001 par value
per share) issued by the Trust during the period August 1, 1995 to
December 11, 1995 was $146,155,917 (the "Shares");
2. All of the Shares were issued by the Trust in accordance with all
applicable requirements of its Declaration of Trust and by-laws, each as
from time to time amended and in effect; and
3. Without limiting the foregoing, (a) the Trust has received in connection
with the issuance of the Shares the full consideration required to be paid
therefore in accordance with such Declaration of Trust and by-laws, and
(b) the Shares were issued for cash consideration equal to the applicable
offering price established at the time of sale, that netted the Trust
(after deduction of any applicable underwriting discounts or commissions)
not less than the net asset value per share, as established in and pursuant
to the Declaration of Trust, determined next after the sale was made.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day
of February, 1996.
/s/ Paul Schubert
-----------------------
Paul Schubert
First Vice-President
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004-2696
212 806 5400
February 7, 1996 Fax: 212 806 6006
Telex: 177693 STROOCK NY
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
period ended December 11, 1995 of an aggregate of 144,851,319 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
