[Federal Register Volume 62, Number 48 (Wednesday, March 12, 1997)]
[Notices]
[Page 11509]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-6196]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22548; 811-3667]
PaineWebber/Kidder, Peabody Tax Exempt Money Fund, Inc.
March 6, 1997.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of Application for Deregistration under the Investment
Company Act of 1940 (the ``Act'').
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APPLICANT: PaineWebber/Kidder, Peabody Tax Exempt Money Fund, Inc.
RELEVANT ACT SECTION: Order requested under section 8(f) of the Act.
SUMMARY OF APPLICATION: Applicant requests an order declaring that it
has ceased to be an investment company.
FILING DATE: The application was filed on October 23, 1996.
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 March 31, 1997,
and should be accompanied by proof of service on the 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 Fifth Street, N.W., Washington, D.C.
20549. Applicant, 1285 Avenue of the Americas, New York, NY 10019.
FOR FURTHER INFORMATION CONTACT: Kathleen L. Knisely, Staff Attorney,
at (202) 942-0517 (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 from
the SEC's Public Reference Branch.
Applicant's Representations
1. Applicant is an open-end, diversified management investment
company organized as a Maryland corporation. On February 14, 1983,
applicant filed a Notification of Registration on Form N-8A pursuant to
section 8(a) of the Act and a registration statement on Form N-1A under
the Act and the Securities Act of 1933. The registration statement
became effective on June 30, 1983, and the initial public offering
commenced thereafter.
2. On July 20, 1995, applicant's board of directors approved an
Agreement and Plan of Reorganization and Dissolution (the ``Plan'')
whereby applicant would exchange its assets for shares of common stock
in PaineWebber RMA Tax-Free Fund, Inc. (``PW Fund''), a registered
investment company. Pursuant to rule 17a-8 under the Act,\1\
applicant's board of directors determined that the proposed
reorganization was in the best interest of applicant and that the
interests of the existing shareholders would not be diluted as a result
of the proposed reorganization.
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\1\ Rule 17a-8 provides an exemption from section 17(a) of the
Act 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.
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3. In approving the Plan, the directors were advised of certain
benefits which were likely to result from the reorganization. The
directors were advised that the investment advisory and administration
fee schedule applicable to PW Fund would be equal or lower than that
currently in effect for applicant. Further, the directors were advised
that, because PW Fund has greater net assets than applicant, combining
the two funds would reduce the expenses borne by the shareholders of
applicant as a percentage of net assets. The boards also were advised
that following the reorganization, the expense ratio for the PW Fund
was likely to decrease because the investment advisory and
administration fee paid by that fund decreases as the size of the fund
increases.
4. On September 13, 1995, applicant filed a registration statement
on Form N-14 with the SEC, which included a prospectus for the shares
of the PW Fund to be issued in the reorganization and related proxy
materials. The registration statement was declared effective on October
6, 1995. Applicant's shareholders approved the Plan on November 10,
1995.
5. As of November 20, 1995 (the ``Closing Date''), there were
395,167,695.07 shares outstanding of applicant's stock, having an
aggregate net asset value of $395,038,835.11 and a per share net asset
value of $1.00. Pursuant to the Plan, on the Closing Date, applicant
transferred all of its assets in exchange for shares of common stock of
PW Fund and the assumption of applicant's liabilities. The number of
shares of PW Fund issued to applicant were determined by dividing the
net asset value of a share of applicant by the net asset value of a
share of PW Fund, in each case as of the close of regular trading on
the New York Stock Exchange, Inc. on the Closing Date. Following this
exchange, applicant distributed the shares of PW Fund to its
shareholders on a pro rata basis.
6. Expenses incurred in connection with the reorganization include
legal expenses, printing and mailing expenses, administrative expenses,
and registration fees. These expenses totalled approximately $275,000
and were borne by applicant and PW Fund in proportion to their
respective net assets.
7. Applicant has no securityholders, liabilities or assets.
Applicant is not a party to any litigation or administrative
proceeding. 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.
8. Applicant intends to promptly file Articles of Dissolution with
the Maryland State Department of Assessments and Taxation.
For the Commission, by the Division of Investment Management,
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-6196 Filed 3-11-97; 8:45 am]
BILLING CODE 8010-01-M
