SEC Division of Investment Management staff letter: Benham California Tax-Free and Municipal Funds

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON. D.C. 20549

ACT / (A -tlo DIVISION OF

INVESTMENT MANAGEMENT SECTION 17 (a) _~
RULE
PUBLIC
AVAILABIL ( 30 '..r£;:'c':;"J - - 'J '. ~

June 30, 1995

Mr. Wiliam M. Lyons

Executive Vice President and Genera Counsel

Twentieth Century Mutual Funds
P.O. Box 418210

Kansas City, MO 64141-9210
Re: Benham Calorna Tax-Free and Municipal Funds: Tax￾Free Money Market Fund and Municipal'Money Market Fund Dear Mr. Lyons:

Your letter of June 30, 1995 requests our assurace that we would not recommend that the Commission tae any enforcement action under sections 17(a) and 17(d) of the Investment Company Act of 1940 if Twentieth Century Companes, Inc. ("Affiliate") and the Tax-Free Money Market Fund ("TF") and Municipal Money Market Fund

("MMF") of Benham Calforna Tax-Free and Municipal Funds effect the trasaction summaried below and more fully described in your letter. TF and MMF are money market funds that seek to maita a stable net asset value per share of $1.00, and use the amorted cost method of valuation in valuing their portfolio securities as permitted by rule 2a-7 under the 1940 Act. TF and MM each hold Tax and Revenue Anticipation Notes, Series A issued by Orage County, Calorna that mature çm July 19, 1995 ("Securities"), in the following amounts: (1) TF:
$5,050,000 principal amount (approxiately 1.2 % of net assets); (2) MM: $2,950,000 principal amount (approximately 1.3 % of net assets). The Securities pay interest at maturity at a rate of 4.5 % per year. As a result of the Orage County banptcy filg on December 6, 1994, TF and MMF determined the fair values of the Securities to be less than their amortized cost values. In December 1994, Benham Management Corporation, the investment manager of TF and MMF, and a wholly owned subsidiar of the Afilate,l agree to tae such actions as necessary, including purchasing a portion of the Securities from each fund at their amortized cost values (the principal amount of the Securities plus accrued interest) to ensure On June 1, 1995, Benham Management International merged with and into the Affiliate. As a result of the merger, Benham became a wholly owned subsidiary of the Affliate.

Mr. Wilam M. Lyons

that the mark to market value per share of each fund equaled or exceeed $0.99550 ("Standby Purchase Arrngement"). The Standby Purchase Argement was entered into after the staff of the Division of Investment Management inormed TF, MM and Benham on December 19, 1994 that it would not recommend to the Commission enforcement action agaist any of the paries if the Stadby Purchase Argement was effected. You represent that TF and MM did not rely on the Stadby 'Purchase Agreement to value the Securities, but rather valued the Securities based on prices provided by an independent pricing service. TF and MMF have been inormed that Orange County, in al lieliood, wil not make the scheduled pricipal payments due on the Securities on July 19, 1995. Rather, Orange County is contemplating an amendment, substitution or extension of the Securities ("Amendment") that would, among other things, extend the maturity date of the Securities to June30, 1996 and conta certin other terms to be negotiated ("Amended Securities"). A portion of the interest on the Amended Securities would be payable montWy, and a portion of the interest on the Amended Securities would be accrued and paid to TF and MM at a later date.

As a result of these developments, you state that the Afilate, TF and MMF plan to enter into a letter of credit argement ("LOC Argement"). On June 27, the Affilate applied for two irevocable stadby letters of credt ("LOCs") to be issued b¥ State Street Ban and Trust Company ("LOC Provider") on behal of TF and MM. Under the LOC Argement, the LOCs would provide for payment to TF and MMF of $5,000,000 ($2,525,000 attributable to 50% of pricipal amount of the Securities held by TF, $1,475,000 attributable to 50% of the pricipal amount of the Securities held by MMF, and the balance of $1,000,000 attributable to interest on the entire pricipal amount of the Securities that is to be paid to TF and MM under the terms of the Amended Securities). TF and MM would have the unconditional right to draw on the LOCs if scheduled interest and pricipal were not paid when due under any circumstaces, including a faiure to pay that is premised on violations of cert provisions of the Calorna state constitution and Calorna law. The Afilate would agree to reimburse the LOC Provider for any payments made to the Funds under the LOCs. The Affilate reserves the right under the LOC Argement to purchase the Amended Securities from TF and MM on or before June 30, 1996 (the maturity date of the Amended Securities). If the Affilate exercises this right, the LOCs would expire, and the LOC Provider's obligations under the LOC Argement would be discharged. TFMM and MMF each wil value 50% of the pricipal amount of the Securities held based on the LOC Argement as soon as it is effected. The remaig 50 % held by TF and MMF wil be valued without reference to the LOC Arrngement. You represent that the boards of directors of TF and MMF have been apprised of the LOC Arrngement. You have also concluded that the amount of the LOCs attributable to interest can reasonably be expected to cover any interest due on the maturity of the entire pricipal amount of the Amended Securities held by the funds. The LOC Provider currently has the highest ratings on its short-term debt obligations from the "Requisite NRSROs" (as defined in paragraph (a)(l2) of rule 2a-7 under the 1940 Act).

Mr. Wiliam M. Lyons

On the basis of the facts and representations in your letters of June 30 and May 5, 1995 and December 19, 1994, and a telephone conference with Maijorie Riegel of the staff on June 30, 1995, we wil not recommend enforcement action under sections 17(a) and 17 (d) of the 1940 Act and the rules thereunder if the LOC Argement is effected. . You should note that any different facts or representations might require a diferient conclusion.

Moreover, this response expresses the Division's position on enforcement action only and does not express any legal conclusions on the issues presented. '

Sincerely, Mv9~_
Robert E. Plaze

Assistant Director

TWENTIEH CENTURY

COMPANIES INC.
June 30, 1995

VI FACSIME AN FEDERA EXPRESS

Robert E. P1aze

Assistat Director

Offce of Disclosure and Investment

Adviser Regulation

Division of Investment Management
U.S. Securties and Exchange Commssion
450 Fif Street, N.W.
Mail Stop 10-6
Washingtn, D.C. 20549
Re: Orage County

Dear Mr. Plaze:
As discussed, I enclose herewith our no-action request under Sections 17(a) and 17(d) of the Investment Company Act of 1940. Please let me know if you have additional questions or comments. Very try your,

Wiliam M. Lyons'" Q ~ !v. L-t

Executive Vice President and General Counsel

WMimro
Enclosure

TWENTIEH CENTURY

COMPANIES INC,
June 30, 1995

VI FACSIME AN FEDERA EXPRESS

Robert E.Plaze
Assistat Director

Offce of Disclosure and Investment

Adviser Reguation
Division of Investment Management
U.S. Securties and Exchange Commssion
450 Fif Street, N.W.

Mail Stop 10-6

Washingtn, D.C. 20549

Re: Benham California Tax-Free and Municipal Funds: Tax-Free Money Maket Fund and Municipal'Money Market Fund Dear Mr. Plaze:
We are wrtig on behal of Twentieth Centu Companies, Inc. ("Afliate"), an afliate

person of the Tax':Free Money Market Fund ("TFM") and Municipal Money Market Fund ("MM") of Benham California Tax-Free and Municipal Funds ("Benham"). We seek assuce. frm the sta of the Division of Investment Maagement ("Division") that it will not recommend, enforcement action to the Commssion under Sections 17(d) or 17(a) of the

Investment Company Act of 1940 (" 1940 Act") or the rules thereunder if TFM, MM and the Afliate enter into the argement described below.

Benham is registered with the Commssion under the 1940 Act as an open-end maagement investment company. TFM and MM are "series" fuds within Benham. TFM and MM are money maket fuds that seek to maintain stable. net asset values of $1.00 per share and use the amorted cost method of valuation in valuig their portolio securties. Approximtely 1.2% of TFM's net assets and 1.3% of MM's net assets as of June 26, 1995, consisted of certin debt securties ("Securties") fully described below. The maket value of the Securties is less than their amorted cost value (i.e. par value plus accrued interest).

Robert E. P1aze

June 30, 1995

The Securties are:
Tax-Free Money Market Fund:

1. Issuer: County of Orage, California

2. Issue: 1994-95 Tax and Revenue Anticipation Notes, Series A, Dated July 5,

1994
3. Letter of Credit Provider: State Street Ban and Trost Company

4. Prcipal Amount of Securties Held: $5,050,000

5. Final Matuty of Securties: July 19, 1995

6. CUSIP Number of Securties: 684201EK8

Municipal Money Market Fund:

1. Issuer: County of Orage, California

2. Issue: 1994-95 Tax and Revenue Anticipation Notes, Series A, Dated July 5,

1994
3. Letter of Credit Provider: State Street Ban and Trust Company

4. Prcipal Amount of Securties Held: $2,950,000

5. Final Matuty of Securties: July 19, 1995

6. CUSIP Number of Securties: 684201EK8

On June 27, 1995, the Afliate applied for two irevocable stadby lettrs of credt to be

issued by State Street Bank and Trost Company ("LOC Provider"), a ban which has the highest short-ter ratigs from the "Requisite NRSROs" (as such term is defied in p~grph (a)(13)

of rue 2a-7 under the 1940
Act), for the benefit of TF and MM. In order to avoid potential fud shareholder loss, these irevocable stadby letters of credt provide for payment to TFM àId MM of up to $4,000,000 ($2,525,000 with respect to TFM anc1 $1,475,000 with respect to MM of scheduled payments of pricipal of the Securties though the date of fial matuty. The letters also provide for payment to TFM and MM of all scheduled payments of interest (including interest acced to date) on the entie. pricipal amount of the Securties thugh the date of fial matuty (which date may be extended to June 30, 1996, as described below). It is expected that payments of interest on the entie pricipal amount of the Securties though the date of fial matuty will not exceed $1,000,000. Thus, the letters will provide an aggregate of up to $5,000,000 which ca. be drwn upon by TFM and M1. As long as the letter of credit support facility remains in place, $2,525,000 pricipal amount of the Securties held by TFM and $1,475,000 pricipal amount of the Securties held by MM will be priced at par. The remaining pricipal amount of the Securties' wiii be priced accordig to valuation procedures adopted by the Board of Directors of Benham and consistent with the requirements of the 1940 Act and reguations thereunder.

Robert E. P1aze

June 30, 1995

TFM and MM will tae such actions as are requied to receive payment under the letters of credt in the event of any default in the payment of interest or pricipal under the Securties. The Afliate will reimburse the LOC Provider for any amounts paid by the LOC Prvider .under the letters of credit. However, the letter of credit argements may be termate (without payment by the LOC Provider to TFM and MM) in the event the Afliate elects to purchase the Securties from TFM and MM at par (plus accrued interest) at or prior to matuty. It is our understading that Orage County is contemplatig an amendment, substitution or extension of the Securties (the "Amendment") that would extend the matuty date to June 30, 1996 and contain certin other term to be negotiated (including a new interest rate, some. porton of which, rather than being due and payable monthly may accrue to the new matuty date). If

such an amendment, substitution or extension is effected prior to the fial matuty of the

Securties (July 19, 1995) and is consented to by the Board of Directors of Benham the letters of credit will provide for payment to TFM and MM only in the event of Orage County's failure to mae scheduled payments of interest or pricipal under the Securties as so amended, substituted or extended. The .Afliate has agreed with the Board of Directors of Benham that, regardless of the term of the Securties,. if Orage Couniy fails to mae scheduled payments of interest or

pricipal because it repudiates its. obligations under a theoiy that the Securties were not validly issued that the issuace' of the securties exceeds the "debt limtation" provisions of applicable

law, or for any other reason, the letters of credit can be drwn upon by TFM and MM 'to support their respective net asset values. The Benham Board of Directors has been advised of the proposed argement descnbed above. The Afliate is an "affliated person of an afliated person" under Section 2(a)(3) of the

1940 Act because it is the parent company of the investment adviser to Benham.1 The proposed argement may fall within Section 17(d) of the 1940 Act, which maes it unlawf for 'any afliated person of a registered investment company to effect any trsaction in which such registered company is a joint or a joint and several parcipant with such person or Section 17(a)(2) of the 1940 Act which maes it unlawf for any affliate person of a registered investment company (or any affliated person of such person actig as pricipal) to knowigly

purchase any securty or other propert from the investment company.

On June 1, 1995, Benh Manement Internona, Inc. merged with and into Twentieth Cent Companes, Inc. As a ret of such merger, Twentieth Centu Companes, Inc. wholly own Benh Manement Corpraon, the investent maner of the Benh Calforna Tax-Fre and Muncipal Funds.

,- ,-. -'"-"'--.'- .'- ~--""-'- -",.-- '-'.---.,---.-- .". . - - - - - - - - - - Robert E. !'laze June 30, 1995

TFM, MM and the Afliate believe that it would be in the best interests of the shareholders of TFM and MM if: (1) the irevocable stadby letters of credt are

and the Afliate is obligated to pay to the LOC Provider issued any amounts paid \ by it to TFM or MM and (2) the Afliate is able to purchase a porton of the Notes from TFM and MM at their amorted cost value, plus accrued interest. On behalf of TFM, MM and the Afliate, we hereby request that the Division staff give its assurce that it will not recommend that the Commssion tae enforcement action against Benham TFM MM or the Afliate under Section 17(d) if the Afliate acts in such capacity or under Section 17(a) if the Afliate purchases the Notes from TFM and MM as noted above. If you have any questions or other communic.ations concerning this mattr, please call the undersigned at (816) 340-4770.

Iiam M. Lyons . ~
Executive' Vice. President and General Counsel

WMmr

12-19-94 04: 43PM PO 5/* *

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NEW YO NY 100-58'1 (617) 72-7100
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VI FAX

Robert E. Plaz 1i(1 (~0
Asistat Diecor I/l((~
Ofce of Dilose and Investment

Adr RegulatiQn

Diion of Inestment Mangement

Secuties and Exhae Commision
450 Fif Street, N.W.

Mai Stop 10
Washigton, D.C. 20549

Re: Benh Caorn Tax-Free an Muncipa Funds: Tax-Fre Money maket Fund an Munpa Money Market Fund

De Mr. Plaz:
We are wrtig on behalf of Benh Mangement Corpration, an afated persn of Benham Caorna Tax-Free and Muncipa Funds (the "Trut") and two of its portolios the Tax-Free Money market Fund and the Municipa Money Market Fund (collecely the "Funds"). We seek asurce form the sta of the

Diion of Investment Manement (the ''Dion") tht it wi not recmmend enforcement acton to the Comrniuion under Seon 17(a) of the Investment Compay Act of 194 (the "194 Ac or the rues thereunder if the Funds and the Aflite enter into the trctons desbed below:

12-19-94 04:45PM P06/
Robert E. Pla
Dember 19, 199
The Fu ar seri of the Trut whih is regired with th Commion uner the 194 Ar as an open-end JDfUgement intment compa. As

mone maket fuds each of the Fun seks to mata a stble net aut vaue per shar of $1.00 and us th am.cot meth of vauati in vaui ita portolio

seties Approxtely 1.8% of eah Fund's net asts as of Dember 16, 199

consisted of the debt sety debe below. The maket vaue of tht sety is le than its amort cot vaue (Ï& pa vaue plus acced interest) due to fici

diculties inolvg Orge County, Caorna. The Seurty is:

Isuer: 19995 Tax and Revenue Anticipation Notes.

Series A (the "Notes").
Prcipa amount: $11,0000 ($7,0000 held by the Tax-Fre Money

Maket Fun an $4,00,00 by the Muncipal Money
Market Fun)
Final matuty 1ul 19, 1995

CUSIP number: 68201EK

On Dember 12, 199, at a telephone meeti of the Bod of Trutee and at an in persn meetig on Dember 16, 199, th Afte stated its wignes

to tae suCh actons as ar neceiy, includig to purch a porton of the Note from each of the Funds at their amort cot vaue (the pricipa amount of Notes plus acced interest), to ense tht the mak to maket vaue per share of each Fund ( . "' equa or exceds $.99550. Prce usd to determe th mak to markeyVå1ue of the Note wi be proded by an independent prcing servce. Any us of a price, other th the price supplied by the prcig servce, wi be reved by the independent

trtee of the Trut prir to its us in any cacution of a Fund's per shae mark to

market vae. The Bod and the Afte wih to enter into an agreement to th effect. No effec wi be gin to th agreement in determg the mark to market

Value of th Note.

The Afte is an "afate persn" of the Trut under Seon 2(a)(3) of

the 1940 Act. An purchas of the Notes by th Afte would fal with Seion

17(a)(2) of the 194 Ac whch maes it unwf for an afted persn of a

12-19-94 04: 48PM P07/
.

Robert E. P1
Dember 19, 199
Pag 3

regitered inestment compan (or an afted persn of iuc persn act as

pricipa) to knowgl purcha an sety or other propert frm the inestment copany. The Funds and the Afte believe tht it would be in. the bet interests

of the Funds' shareholders if the Afte is able to purch a porton of the Notes

from each of the Fun at their amort cot vaue, plus aced interest. Sepate conftion of an purcha of the Notes by the Afte wi be promptl provded to

the sta On behalf of the Fudi and the Afte, we hereby request that the Divion

sta gie its asurce tht it wi not remmend tht the Commion tae enforcement acton agat the Funds or the Afte uner Sen 17(a) if the

Afte purcha the Notes from the Funds as note aboe.
If you have an quetions or otr communtions concern th matter, plea call the undersiged at (20) 6263314.

Sinrely,
1f~~
JL:sb

. FILE No. 837 05/0 '95 16:05 ID : DEa-RTPR f I CE&R 20 626 334 PAGE 2 LAW OJ:FJC5S OF 477MAtsN AVE DECHT PRICE &; RHOADS TE PO omCE 5Q. SOUI NE YORX NY 1008'1 BOsrN, MA 0ì1~03 (1) 3USOO (617) 728-7100 1500 K sn, N.W. 40 lE A11 TO WASGTON, DC 2005-1208 6S AVE LOlJ 1lBL PA 19103-2793

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May 5, 1995
VI FACSIMTT .~

Maorie Riegel, Esq.
Ofce of Dislosure and Investment
Adr Regution

Division of Investment Magement
Securies and Exchnge Coon
450 Fif Street, N.W.

Mail Stop 10
Washington, D.C. 20549
Re: Benh Caforna Tax-Fre and Municipal Funds: Tax-Free Money

Market Fund and Municipal Money Market Fund
Dear Ms. Riegel:
We are wrting on behalf of Benham Management Corpration. an affated

person of Benham Caorn Tax-Free and Muicipal Funds (the 'Tst") and two of ita

portolios the Tax-Fre Money Market Fund and the Municipal Money Maket Fud

(collectvely the "Funds"). We seek assurance frm the sta of the Divion of Investment

Mangement (the ''Divon") that it will not recommend enforcement action to the Commion under Section 17(a) of the Instment Company Act of 1940 (the "1940 Act") or the rues thereunder if the Funds and the Afiate enter into the tranctions descnbed

in the attahed letter dated December 19. 199 (the "itial no.action request"). The sta

granted initial no-acton request for a 90 day period.

. FILE No. 837 05/0 '95 16:06 ID:rECÆTPRICE&RHO 202 626 3334 PA 3 . . f Marorie Riegel, Es. May S, 1995 This letter requests an exenson of the Staa eartier no-action letter through the maturty date of the notes - July 19, 1995. The exension would be subject to the same

terms and conditions as are recited in our letter to Robert B. Plaz dated December 19, 1994. Sincerely, ~~ effey L Steele

JL:sb
Enclosure

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