Federal Register / Vol. 60, No. 80 / Wednesday, April 26, 1995 / Notices 20547

may be conditioned upon no company

held in a Trust’s portfolio nor any

affiliate thereof acting as broker for any

Trust in the purchase or sale of any

security for a Trust’s portfolio.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–10223 Filed 4–25–95; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

to Withdraw From Listing and

Registration; (Semtech Corporation,

Common Stock, $.01 Par Value) File

No. 1–6395

April 20, 1995.

The Semtech Corporation

(‘‘Company’’) has filed an application

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange Act of 1934 (‘‘Act’’) and Rule

12d2–2(d) promulgated thereunder, to

withdraw the above specified security

(‘‘Security’’) from listing and

registration on the American Stock

Exchange, Inc. (‘‘Amex’’).

The reasons alleged in the application

for withdrawing the Security from

listing and registration include the

following:

According to the Company, its Board

of Directors unanimously approved

resolutions on March 2, 1995 to

withdraw the Security from listing on

the Amex and, instead, list the Security

on the Nasdaq/NMS. The decision of the

Board followed a lengthy study of the

matter, and was based upon the belief

that listing of the Security on the

Nasdaq/NMS will be more beneficial to

its stockholders than the present listing

on the Amex because:

(a) The support of Market Makers on

the Nasdaq (as compared to the

activities of the AMEX specialist) and

the potential for research coverage and

other financial services will be

advantageous;

(b) The greater visibility of the Nasdaq

with various media coverage will be

advantageous;

(c) The potential for the Company to

be promoted as a growth-oriented,

diversified company is enhanced on the

Nasdaq, given the Nasdaq’s history;

(d) There is potentially more capital

support for the Company in the Nasdaq

given the Market Maker’s

responsibilities; and

(e) The services the Nasdaq offers that

have been reviewed are more likely to

assist the Company in communicating

with shareholders and understanding

the market.

Any interested person may, on or

before May 11, 1995, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

N.W., Washington, D.C. 20549, facts

bearing upon whether the application

has been made in accordance with the

rules of the Amex and what terms, if

any, should be imposed by the

Commission for the protection of

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 95–10239 Filed 4–25–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21022/812–9550]

Smith Barney Muni Funds, et al.;

Notice of Application

April 19, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Smith Barney Muni Funds

(the ‘‘Trust’’), Smith Barney Income

Trust (the ‘‘Income Trust’’), Smith

Barney Mutual Funds Management Inc.

(‘‘SBMFM’’) and Smith Barney Inc.

(‘‘Smith Barney’’).

RELEVANT ACT SECTIONS: Order requested

under section 17(b) for an exemption

from section 17(a).

SUMMARY OF APPLICATION: Applicants

request an order to allow Smith Barney

Intermediate Maturity California

Municipals Fund (the ‘‘Intermediate

Maturity Fund’’), a series of the Income

Trust, to acquire substantially all of the

assets of the California Limited Term

Portfolio (the ‘‘Limited Term Portfolio’’),

a series of the Trust. Because of certain

affiliations, the two series may not rely

on rule 17a–8 under the Act.

FILING DATE: The application was filed

on March 24, 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 applicants 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

applicants, 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 who wish to be notified of a

hearing may request notification by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, NW., Washington, DC 20549.

Applicants, 388 Greenwich Street, 22nd

Floor, New York, New York 10013.

FOR FURTHER INFORMATION CONTACT:

Deepak T. Pai, Staff Attorney, at (202)

942–0574, or Robert A. Robertson,

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.

Applicants’ Representations

1. The Limited Term Portfolio is a

series of the Trust and the Intermediate

Maturity Fund is a series of the Income

Trust. The Trust and the Income Trust

each are registered under the Act as

open-end management investment

companies and are organized as

Massachusetts business trusts. The

Limited Term Portfolio and the

Intermediate Maturity Fund are referred

to herein as the ‘‘Funds.’’

2. SBMFM serves as investment

adviser to the Intermediate Maturity

Fund and the Limited Term Portfolio.

Smith Barney is the Funds’ distributor

and, as of February 13, 1995, owned

12.22% of the outstanding shares of the

Limited Term Portfolio. SBMFM and

Smith Barney are each a wholly-owned

subsidiary of Smith Barney Holdings,

Inc. (‘‘Holdings’’).

3. Each Fund offers three classes of

shares, Class A, Class C and Class Y

shares. Class A shares of each Fund are

sold with an initial sales charge of

2.00% of the net asset value of the

shares. Class C shares of each Fund are

sold without an initial sales charge but

are subject to a contingent deferred sales

charge (‘‘CDSC’’) of 1.00% payable upon

certain redemptions. Class Y shares of

each Fund are sold without an initial

sales charge or CDSC and are available

only to investors investing a minimum

of $5.0 million. Class A and Class C

shares of each Fund are sold subject to

substantially similar 12b–1 distribution

plans.
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.