SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
SMITH BARNEY CALIFORNIA MUNICIPAL MONEY MARKET FUND
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
Common Stock, $.001 par value
(Title of securities with respect to which Notice is filed)
File Nos. 33-00061 and 811-4403
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
November 1, 1994 to November 18, 1994*
(ii). Number or 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 but which remained unsold at
the beginning of such fiscal period:
None
(iii). Number or amount of securities, if any, registered during
such fiscal period other than pursuant to Rule 24f-2:
None
(iv). Number and amount of securities sold during such fiscal
period**
216,385,774 shares
$216,385,774
________________________________________________________________
* The Registrant underwent a reorganization on November 21, 1994, pursuant
to which it transferred substantially all of its assets and liabilities to
Smith Barney Muni-Funds-California Money Market Portfolio in exchange for
shares of that Fund, which were then distributed to the Registrant's
shareholders.
**Excludes shares issued upon reinvestment of dividends and seed money
shares
(v). Number and amount of securities sold during such fiscal period
in reliance upon registration pursuant to Rule 24f-2 **
216,385,774 shares (1)
$216,385,774
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: November 22, 1994
SMITH BARNEY CALIFORNIA
MUNICIPAL MONEY MARKET FUND
By: /s/ Christina
Haage_____________
Christina Haage, Assistant
Treasurer
______________________________________________
**Excludes shares issued upon reinvestment of dividends
(1) The actual aggregate sales price for which such securities were
sold was $216,385,774. During the period ended November 18, 1994 the
actual aggregate redemption price of securities redeemed by the Registrant
was $3,300,382,094. No portion of such redemption price has been applied
by the Registrant pursuant to Rule 24e-2(a) in filings made pursuant to
Section 24(e) (1) of the Investment Company Act of 1940, as amended.
Pursuant to Rule 24f-2(c), the registration fee with respect to the
securities sold is calculated as follows: $216,385,774 - $1,014,466,752 =
($798,080,978) x $.00034483 = ($275,202). Therefore, no registration fee
is required.
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November 22, 1994
Smith Barney California Municipal Money Market Fund
Two World Trade Center
New York, New York 10048
RE: Rule 24f-2 Notice
Dear Sir or Madam:
In connection with the filing by Smith Barney California Municipal
Money Market Fund, a Massachusetts business trust (the "Fund"), of a Notice
(the "Notice") pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended (the "1940 Act"), for the period ended November 18, 1994,
you have requested that the undersigned provide the legal opinion required
by that Rule.
In accordance with Rule 24f-2, the Fund has registered an indefinite
number of shares of beneficial interest, $.001 par value per share, under
the Securities Act of 1933, as amended. The purpose of the Notice is to
make definite the registration of 216,385,774 of the Fund (the "Shares")
sold in reliance upon the Rule during the period ended November 18, 1994.
The undersigned is General Counsel of The Boston Company, Inc., the
Fund's sub-administrator, and in such capacity, from time to time and for
certain purposes, acts as counsel to the Fund. I have examined copies of
the Fund's Master Trust Agreement, its By-Laws, votes adopted by its Board
of Trustees and such other records and documents as I have deemed necessary
for purposes of this opinion. Furthermore, I have examined a Certificate
of the Treasurer of the Fund to the effect that the Fund received the cash
consideration for each of the Shares in accordance with the aforementioned
charter documents and votes.
On the basis of the foregoing, and assuming all of the Shares were
sold in accordance with the terms of the Fund's Prospectus in effect at the
time of sale, I am of the opinion that the Shares have been duly authorized
and validly issued and are fully paid and non-assessable. This opinion is
for the limited purposes expressed above and should not be deemed to be an
expression of opinion as to compliance with the Securities Act of 1933, as
amended, the 1940 Act or applicable State "blue sky" laws in connection
with the sales of the Shares.
The Fund is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under
certain circumstances, be held personally liable for the obligations of the
Fund. However, the Fund's Master Trust Agreement provides that if a
shareholder of the Fund is charged or held personally liable solely by
reason of being or having been a shareholder, the shareholder shall be
entitled out of the assets of the Fund to be held harmless from and
indemnified against all loss and expense arising from such liability.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Fund itself
would be unable to meet its obligations.
Very truly yours,
/s/ Francis J. McNamara,
III
Francis J. McNamara, III
General Counsel
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