Federal Register / Vol. 60, No. 32 / Thursday, February 16, 1995 / Notices 9073

1Rule 17a–8 provides relief from the affiliated

transaction prohibition of section 17(a) of the Act

for a merger of investment companies that may be

affiliated persons of each other solely by reason of

having a common investment adviser, common

directors, and/or common officers.

James J. Dwyer, Staff Attorney, at (202)

942–0581, 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 nondiversified management investment

company that was organized as a

Massachusetts business trust. On

November 26, 1990, 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 became effective on March 4,

1992, and applicant’s initial public

offering commenced on that date.

2. At a meeting held on January 7,

1994, applicant’s trustees approved an

agreement and plan of reorganization

(the ‘‘Plan’’) whereby applicant would

transfer all of its assets and liabilities to

Putnam Tax Exempt Income Fund (the

‘‘Income Fund’’), a Massachusetts

business trust registered under the Act,

and subsequently liquidate. Applicant’s

trustees determined that the proposed

reorganization would achieve

economies of scale, including lower

advisory and operating costs, and result

in performance benefits for applicant’s

shareholders.

3. Applicant and Income Fund share

a common investment adviser, officers,

and trustees. Accordingly, applicant and

Income Fund may be deemed to be

affiliated persons of each other.

Applicant therefore relied on the

exemption provided by rule 17a–8

under the Act to effect the

reorganization. Consequently, in

accordance with rule 17a–8, applicant’s

trustees determined on January 7, 1994,

that the purchase of the assets of

applicant by Income Fund was in the

best interests of applicant’s

shareholders, and that such purchase

would not result in any dilution to the

interests of the existing shareholders.1

4. Proxy materials relating to the Plan

were filed with the SEC on March 14,

1994, and mailed to applicant’s

shareholders on March 29, a994.

Applicant’s shareholders voted to

approve the Plan at a special meeting

held on May 5, 1994.

5. As of May 6, 1994, applicant had

1,862,787.75 shares outstanding, having

an aggregate net asset value of

$16,314,742.28 and a per share net asset

value of $8.76. On May 9, 1994,

pursuant to the Plan, applicant

transferred all of its assets and liabilities

to Income Fund in exchange for a

number of full and fractional Class A

shares of Income Fund having an

aggregate net asset value equal to the

value of applicant’s assets attributable to

shares of applicant transferred to

Income Fund. No brokerage

commissions were paid in connection

with such transfer. Applicant then

distributed to its shareholders pro rata

the Income Fund Class A shares it

received, in complete liquidation of

application.

6. The expenses applicable to the

Plan, consisting of accounting, printing,

administrative, and certain legal

expenses, were $76,669. Applicant paid

all expenses in connection with proxy

printing and solicitation. All other

expenses were assumed ratably by

applicant and Income Fund in

proportion to their net assets as of May

6, 1994.

7. Applicant has no shareholders,

assets, or liabilities. Applicant is not a

party to any litigation or administrative

proceeding. Applicant is not engaged in,

nor does it propose to engage in, any

business activities other than those

necessary for the winding up of its

affairs.

8. On August 5, 1994, applicant filed

the necessary documents in

Massachusetts to terminate its existence

as a Massachusetts business trust.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–3883 Filed 2–15–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–20896; 811–6433]

Smith Breeden Institutional

Intermediate Duration U.S.

Government Fund; Notice of

Application

February 10, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Smith Breeden Institutional

Intermediate Duration U.S. Government

Fund.

RELEVANT ACT SECTION: Order requested

under section 8(f).

SUMMARY OF APPLICATION: Applicant

seeks an order declaring it has ceased to

be an investment company.

FILING DATES: The application was filed

on November 21, 1994 and amended on

February 6, 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

March 7, 1995, 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 NW., Washington, D.C. 20549.

Applicant, 200 Europa Drive, Suite 200,

Chapel Hill, North Carolina 27514.

FOR FURTHER INFORMATION CONTACT:

Marianne H. Khawly, Staff Attorney, at

(202) 942–0562, 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 from the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Applicant is a registered open-end,

diversified, management investment

company under the Act and is organized

as a business trust under the laws of the

Commonwealth of Massachusetts. On

October 8, 1991, 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 section 8(b) of the Act. With

respect to the securities issued by

applicant pursuant to the Securities Act

of 1933, a registration statement on

Form N–1A was filed on November 29,

1991. The registration statement became

effective on February 24, 1992, and

applicant’s initial public offering

commenced on March 12, 1992.

2. At a joint meeting held on June 2,

1994, applicant’s Board of Trustee (the

‘‘Trustees’’) unanimously determined

that applicant’s continuation was no

longer in the best interest of applicant

or its shareholders. The Trustees

determined that applicant’s
9074 Federal Register / Vol. 60, No. 32 / Thursday, February 16, 1995 / Notices

shareholders would be better served by

a liquidation of applicant’s assets. The

Trustees reached this conclusion based

upon the recommendation of Smith

Breeden Associates, Inc. (the ‘‘Adviser’’)

that applicant’s master-feeder structure

was no longer the most economically

viable alternative over the long term.

The master-feeder structure was chosen

initially to allow for flexibility in

distribution. The Intermediate Series

initially had a load and was to be

marketed by brokers to a retail market.

This plan was not successful and assets

only grew to $8 million after two years.

The Adviser was supporting an expense

cap in both the master and feeder funds

creating redundancies in expenses at

small asset levels. After two years, the

Adviser concluded that it could no

longer support the expense caps. The

Trustees voted to approve a plan of

liquidation whereby the assets of

applicant would be distributed in case

or in-kind to applicant’s shareholders in

complete liquidation of the applicant.

3. According to applicant’s

Declaration of Trust, no shareholder

vote was required. Prior to the time of

liquidation, applicant was required to

notify shareholders of the plan of

liquidation in the form of a letter signed

by a majority of the Trustees. The letter

was sent by overnight courier on July

28, 1994.

4. On August 1, 1994, immediately

preceding the liquidation, applicant had

a total of 895,357.904 shares of

beneficial interest outstanding. At such

time, applicant’s aggregate and per share

net asset value was $8,813,488.2 and

$9.843, respectively.

5. All portfolio securities and any

other assets of applicant were

distributed to applicant’s shareholders

in connection with the liquidation. On

August 1, 1994, applicant transferred its

assets to its shareholders at fair market

value in cancellation of their shares.

Prior to the liquidating distribution,

Smith Breeden Intermediate Duration

U.S. Government Series (‘‘Intermediate

Series’’) held a majority of applicant’s

shares (870,004.56). The Intermediate

Series received all of applicant’s

investments and remaining cash. The

Intermediate Series assumed all of

applicant’s liabilities which consisted

of: $7,483,827 for accounts payable for

securities purchased; $3,697 for accrued

expenses; and $2,652 for investment

advisory fees. The value of assets and

cash received by the Intermediate Series

was $8,563,932.70.

6. On August 1, 1994, applicant

transferred cash to its minority shareholders in the amount of $249,555.50.

This payment was equal to the net asset

value of such shareholders’ shares on

such date. Prior to the plan of

liquidation, minority shareholders held

25,353.344 shares.

7. On July 29, 1994, the balance of

unamortized organizational expenses

was $24,256. Initially, these expenses

were paid by the Adviser and applicant

established an Account Payable for

Organization Costs (The ‘‘Account’’) to

the Adviser.

On July 29, 1994, the balance in the

Account equalled the balance of

unamortized organizational expenses. In

liquidation, the Adviser forgave the

Account and relinquished its right to be

reimbursed for the organization costs it

paid.

8. All expenses incurred in

connection with applicant’s liquidation

were borne by the Intermediate Series.

Such expenses, totalling $2,000,

included legal and drafting fees.

9. As of the date of the application,

applicant has no assets, debts, or

shareholders. Applicant is not a party to

any litigation or administrative

proceeding. Applicant is neither

engaged in nor proposes to engage in

any business activities other than those

necessary for the winding-up of its

affairs.

10. Applicant will terminate its

existence as a business trust under

Massachusetts law.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–3885 Filed 2–15–95; 8:45 am]

BILLING CODE 8010–01–M

DEPARTMENT OF STATE

[Public Notice 2167]

Shipping Coordinating Committee,

Subcommittee on Safety of Life at Sea;

Working Group on Safety of

Navigation; Notice of Meeting

The Working Group on Safety of

Navigation of the Subcommittee on

Safety of Life at Sea (SOLAS) will

conduct an open meeting at 9:30 a.m. on

Wednesday, March 22, 1995, in room

6103, U.S. Coast Guard Headquarters,

2100 Second Street, SW., Washington,

DC.

The purpose of the meeting is to

prepare for the 41st session of the

Subcommittee on Safety of Navigation

(NAV) of the International Maritime

Organization (IMO) which is tentatively

scheduled for September 18–22, 1995, at

the IMO Headquarters in London.

Items of principal interest on the

agenda are:

—Routing of ships and related matters

—International Code of Signals

—Navigational aids and related matters

—Vessel Traffic Services (VTS) and ship

reporting

—Revision of SOLAS chapter V

—Human element and bridge operations

—Review of World Meteorological

Organization (WMO) handbooks on

navigation in areas affected by sea-ice

—IMO standard marine communication

phrases

—Removal of wrecks and towage of

offshore installations, structures, and

platforms

—Review of the Code for the Safe

Carriage of Irradiated Nuclear Fuel

(INF Code)

—Operational aspects of Wing in

Ground (WIG)—craft

—Safety of passenger submersible craft

—Automatic ship identification

transponder systems.

Members of the public may attend

these meetings up to the seating

capacity of the room. Interested persons

may seek information by writing: Mr.

Edward J. LaRue, Jr., U.S. Coast Guard

(G–NSR–3), Room 1416, 2100 Second

Street, SW., Washington, DC 20593–

0001 or by calling: (202) 267–0416.

Dated: February 3, 1995.

Charles A. Mast,

Chairman, Shipping Coordinating Committee.

[FR Doc. 95–3891 Filed 2–15–95; 8:45 am]

BILLING CODE 4710–07–M

Shipping Coordinating Committee

[Public Notice 2166]

Subcommittee on Safety of Life at Sea

Working Group on Containers and

Cargoes; Meeting

The Working Group on Containers

and Cargoes of the Subcommittee on

Safety of Life at Sea (SOLAS) will

conduct an open session from 1:00 p.m.

to 4:00 p.m. on Wednesday, March 15,

1995, in room 6436 at U.S. Coast Guard

Headquarters, 2100 Second Street SW.,

Washington, DC 20593–0001. This will

be a joint meeting of the Working

Group’s Panel on Multimodal Transport

and Containers, and the Panel on Bulk

Cargoes. The purpose of the meeting is

to establish U.S. positions on matters to

be addressed at the 34th session of the

International Maritime Organization’s

(IMO) Subcommittee on Containers and

Cargoes (BC 34) to be held at IMO

Headquarters in London, March 27–31,

1995.

Items of particular interest that will be

discussed at this meeting include:

1. Review of guidance and proposed

amendments to the Containers and

Cargoes (BC), Cargo Securing Manual

Circular (MSC/Circular 385).