Federal Register / Vol. 62, No. 48 / Wednesday, March 12, 1997 / Notices 11509

1Rule 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.

Additional Information or Comments:

to request more information or to obtain

a copy of the information collection

justification, forms, and/or supporting

material, please call the RRB Clearance

Officer at (312) 751–3363. Comments

regarding the information collection

should be addressed to Ronald J.

Hodapp, Railroad Retirement Board, 844

North Rush Street, Chicago, Illinois

60611–2092. Written comments should

be received within 60 days of this

notice.

Chuck Mierzwa,

Clearance Officer.

[FR Doc. 97–6139 Filed 3–11–97; 8:45 am]

BILLING CODE 7905–01–M

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’’).

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.

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