20548 Federal Register / Vol. 60, No. 80 / Wednesday, April 26, 1995 / Notices

4. The investment objectives, policies

and restrictions of the Limited Term

Portfolio and the Intermediate Maturity

Fund are substantially similar. The

Limited Term Portfolio seeks to pay its

shareholders as high a level of income

exempt from federal taxes and

California personal income taxes by

investing primarily in obligations issued

by the State of California and its

political subdivisions, agencies and

instrumentalities. The Intermediate

Maturity Fund seeks to provide its

shareholders with as high a level of

income exempt from federal income

taxes and California personal income

taxes by investing an investment-grade

obligations issued by the State of

California and its political subdivisions,

agencies and public authorities.

5. The Intermediate Maturity Fund

proposes to acquire all or substantially

all of the assets and certain liabilities of

the Limited Term Portfolio in exchange

for shares of the Intermediate Maturity

Fund pursuant to an agreement and

plan of reorganization (‘‘Reorganization

Agreement’’). Under the Reorganization

Agreement, the number of shares of

each class of the Intermediate Maturity

Fund to be issued to the Limited Term

Portfolio will be determined on the

basis of the Funds’ relative net asset

values per their respective classes of

shares. The Limited Term Portfolio then

will liquidate and distribute such shares

of the Intermediate Maturity Fund pro

rata to its shareholders. Class A, Class

C and Class Y shareholders of the

Limited Term Portfolio would receive

Class A, Class C and Class Y shares,

respectively, of the Intermediate

Maturity Fund.

6. The proposed reorganization was

unanimously approved by the boards of

trustees of the Trust and the Income

Trust, including a majority of the

trustees who are not interested persons,

on December 1, 1994 and December 20,

1994, respectively. In approving the

proposed reorganization, each board

found that participation in the

reorganization is in the best interests of

the relevant Fund and that the interest

of existing Fund shareholders will not

be diluted as a result of the

reorganization. Each board based its

decision to approve the reorganization

on a number of factors, including: (a)

The terms and conditions of the

reorganization; (b) the fact that the

reorganization will be effected as a taxfree reorganization; (c) the costs of the

reorganization to the Funds; (d) the

compatibility of the objectives, policies

and restrictions of the two Funds; (e) the

savings in expenses borne by

shareholders expected to be realized by

the reorganization; and (f) the potential

benefits to the Funds’ affiliates,

including SBMFM, Smith Barney and

Holdings.

7. Applicants contemplate that the

Reorganization Agreement will be

submitted for approval by the

shareholders of the Limited Term

Portfolio at a meeting scheduled to be

held on or about June 23, 1995, and that

a prospectus/proxy statement will be

sent to shareholders of the Limited

Term Portfolio in May 1995. Assuming

that the required shareholder vote is

obtained at the shareholders’ meeting,

the closing date is expected to be held

shortly thereafter.

8. Smith Barney will bear any

expenses incurred in connection with

the reorganization, except that each

Fund will be liable for any fees and

expenses of its own custodian and

transfer agent incurred in connection

with the reorganization and the Limited

Term Portfolio will be liable for all fees

and expenses incurred relating to its

liquidation and termination.

Applicants’ Legal Analysis

1. Section 17(a), in pertinent part,

prohibits an affiliated person of a

registered investment company, acting

as principal, from selling to or

purchasing from such registered

company, any security or other

property. Section 17(b) provides that the

SEC may exempt a transaction from

section 17(a) if evidence establishes that

the terms of the proposed transaction,

including the consideration to be paid,

are reasonable and fair and do not

involve overreaching on the part of any

person concerned, and that the

proposed transaction is consistent with

the policy of the registered investment

company concerned and with the

general purposes of the Act.

2. Rule 17a–8 under the Act exempts

from section 17(a) mergers,

consolidations, or purchases or sales of

substantially all the assets involving

registered investment companies that

may be affiliated persons solely by

reason of having a common investment

adviser, common directors/trustees and/

or common officers provided that

certain conditions are satisfied. SBMFM

is the investment adviser to both the

Intermediate Maturity Fund and the

Limited Term Portfolio, and Smith

Barney is the distributor to both of the

Funds. However, Smith Barney also is

an ‘‘affiliated person’’ of the Limited

Term Portfolio because it beneficially

owns 5% or more of the shares of the

Limited Term Portfolio; therefore,

applicants may not rely on rule 17a–8.

3. Applicants believe that the terms of

the proposed reorganization satisfy the

standards set forth in section 17(b). The

boards of the Trust and the Income

Trust have reviewed the terms of the

reorganization as set forth in the

Reorganization Agreement, including

the consideration to be paid or received,

and have found that participation in the

reorganization is in the best interests of

each Fund and that the interests of the

existing shareholders of each Fund will

not be diluted as a result of the

reorganization. The investment

objectives of the Funds, moreover, are

essentially the same. Accordingly, the

proposed reorganization will be

consistent with the policies of each

Fund.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–10183 Filed 4–25–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21023; 811–3529]

Smith Barney Shearson Municipal

Money Market Fund Inc.; Notice of

Application

April 20, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Smith Barney Shearson

Municipal Money Market Fund Inc.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

seeks an order declaring that it has

ceased to be an investment company.

FILING DATES: The application was filed

on February 22, 1995 and amended on

April 5, 1995 and April 20, 1995.

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

May 15, 1995, and should be

accompanied by proof of service on

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 5th

Street, N.W., Washington, D.C. 20549.
Federal Register / Vol. 60, No. 80 / Wednesday, April 26, 1995 / Notices 20549

1Section 17(a) of the Act generally prohibits sales

or purchase of securities between registered

investment companies and any affiliated person of

that company. Rule 17a–8 provides an exemption

from section 17(a) 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. Applicant and the

Acquiring Fund were ‘‘affiliated persons’’ as

defined in the Act solely by reason of having a

common investment adviser.

2 Dividing the number of outstanding shares by

the total net assets does not yield a precise figure

of $1.00 per share. This results from both the effect

on the total net assets of realized gains and losses

resulting from the sale of portfolio securities prior

to their stated maturity and the effect of penny

rounding.

Applicant, 388 Greenwich Street, New

York, New York 10013.

FOR FURTHER INFORMATION CONTACT:

Elaine M. Boggs, Staff Attorney, at (202)

942–0572, or C. David Messman, Branch

Chief, at (202) 942–0564 (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 at the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Applicant is an open-end

management investment company that

was organized as a corporation under

the laws of Maryland. On July 29, 1982,

applicant registered under the Act as an

investment company, and filed a

registration statement to register its

shares under the Securities Act of 1933.

The registration statement was declared

effective on October 12, 1982, and the

initial public offering commenced

shortly thereafter.

2. On April 27, 1994 and May 25,

1994, applicant’s board of trustees

approved an agreement and plan of

reorganization (the ‘‘Plan’’) between

applicant and Smith Barney Tax-Free

Money Market Fund (the ‘‘Acquiring

Fund’’)—a registered open-end

management investment company. In

addition, the board of trustees made the

findings required by rule 17a–8 under

the Act.1

3. On July 29, 1994, applicant mailed

proxy materials to its shareholders. On

November 11, 1994, applicant’s

shareholders approved the

reorganization at a special meeting of

shareholders.

4. Pursuant to the Plan, on November

18, 1994, applicant transferred all of its

assets to the Acquiring Fund in

exchange for shares of the Acquiring

Fund and the assumption by the

Acquiring Fund of certain liabilities of

applicant. Immediately thereafter,

applicant liquidated and distributed pro

rata to its shareholders the shares it

received from the Acquiring Fund in the

reorganization. On November 18, 1994,

applicant had 3,476,800,171 shares

outstanding, having an aggregate net

asset value of $3,475,385,704 and a per

share net asset value of $1.00.2

5. Expenses incurred in connection

with the reorganization, consisting of

accounting, printing, administrative,

and legal expenses, totaled $281,807.

One half of the expenses were borne by

the Fund’s sponsor, Smith Barney Inc.,

and the remainder were divided

between applicant and the Acquiring

Fund based on relative net assets.

6. There are no securityholders to

whom distributions in complete

liquidation of their interests have not

been made. Applicant has no debts or

other liabilities that remain outstanding.

Applicant is not a party to any litigation

or administrative proceeding.

7. Applicant intents to file the

appropriate notice of termination with

Maryland authorities.

8. 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.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–10184 Filed 4–25–95; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

Little Rock District Advisory Council;

Public Meeting

The U.S. Small Business Little Rock

District Advisory Council, will hold a

public meeting from 9:00 a.m. to 11:30

a.m., on Monday, May 1, 1995, at the

U.S. Small Business Administration

Little Rock District Office, located at

2120 Riverfront Drive, Suite 100, Little

Rock, Arkansas, to discuss such matters

as may be presented by members, staff

of the U.S. Small Business

Administration, or others present.

For further information, write or call

Valerie J. Coleman, Business

Opportunity Specialist, U.S. Small

Business Administration, at the above

address, Tele: 501/324–5871, ext. 236.

Dated: April 20, 1995.

Dorothy A. Overal,

Director, Office of Advisory Councils.

[FR Doc. 95–10180 Filed 4–25–95; 8:45 am]

BILLING CODE 8025–01–M

SOCIAL SECURITY ADMINISTRATION

[Social Security Ruling SSR 95–1p]

Titles II and XVI: Finding Good Cause

for Missing the Deadline To Request

Administrative Review Due to

Statements in the Notice of Initial or

Reconsideration Determination

Concerning the Right To Request

Review and the Option to File a New

Application

AGENCY: Social Security Administration.

ACTION: Notice of Social Security Ruling.

SUMMARY: In accordance with 20 CFR

422.406(b)(1), the Commissioner of

Social Security gives notice of Social

Security Ruling 95–1p. This Policy

Interpretation Ruling clarifies the Social

Security Administration’s policy on

establishing good cause for late filing of

a request for administrative review

where the claimant received a notice of

an initial or reconsideration

determination made prior to July 1,

1991, which did not explain that filing

a new application instead of a request

for review could result in the loss of

benefits. Notices of determinations

made on or after July 1, 1991, are

covered under Section 205(b) of the

Social Security Act, as amended by

Public Law 101–508.

EFFECTIVE DATE: April 26, 1995.

FOR FURTHER INFORMATION CONTACT:

Joanne K. Castello, Division of

Regulations and Rulings, Social Security

Administration, 6401 Security

Boulevard, Baltimore, MD 21235, (410)

965–1711.

SUPPLEMENTARY INFORMATION: Although

we are not required to do so pursuant

to 5 U.S.C. 552 (a)(1) and (a)(2), we are

publishing this Social Security Ruling

in accordance with 20 CFR

422.406(b)(1).

Social Security Rulings make

available to the public precedential

decisions relating to the Federal old-age,

survivors, disability, supplemental

security income, and black lung benefits

programs. Social Security Rulings may

be based on case decisions made at all

administrative levels of adjudication,

Federal court decisions, Commissioner’s

decisions, opinions of the Office of the

General Counsel, and other policy

interpretations of the law and

regulations.

Although Social Security Rulings do

not have the force and effect of the law

or regulations, they are binding on all

components of the Social Security

Administration, in accordance with 20

CFR 422.406(b)(1), and are to be relied

upon as precedents in adjudicating

other cases.