[Federal Register Volume 60, Number 74 (Tuesday, April 18, 1995)]
[Notices]
[Page 19440]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-9525]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20994; 811-4055]


SAFECO Tax-Free Money Market Fund, Inc.; Notice of Application

April 12, 1995.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT: SAFECO Tax-Free 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 DATE: The application was filed on March 31, 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 8, 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, NW., Washington, DC 20549. 
Applicant, SAFECO Plaza, Seattle, WA 98185.

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 diversified management investment 
company that was organized as a corporation under the laws of the State 
of Washington. On June 22, 1984, 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 September 25, 1984, and the initial public 
offering commenced on that date.
    2. On May 6, 1993, applicant's board of directors approved an 
agreement and plan of reorganization (the ``Plan'') between applicant 
and SAFECO Money Market Trust, a registered open-end management 
investment company organized under the laws of Delaware (the 
``Acquiring Fund'').\1\

    \1\Applicant's board of directors determined that the Plan was 
in the best interests of applicant and that the interests of 
applicant's existing shareholders would not be diluted as a result 
of effecting the transactions.
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    3. By moving its assets from a Washington corporation to a Delaware 
trust, applicant expects its shareholders to benefit from the adoption 
of new methods of operations and employment of new technologies that 
are expected to reduce costs. For example, Washington corporations are 
required to hold annual meetings, whereas Delaware trusts have no such 
requirement. Further, Delaware trusts generally have greater 
flexibility than Washington corporations to respond to future 
contingencies, allowing such trusts to operate under the most advanced 
and cost efficient form of organization. For example, Delaware law 
authorizes electronic or telephonic communications between a Delaware 
trust and its shareholders. In addition, as one of several series of 
the Acquiring Fund, applicant's shareholders should enjoy certain 
expense savings through economies of scale that would not be available 
to a stand-alone entity.
    4. On May 7, 1993, applicant filed proxy materials with the SEC and 
afterwards distributed such proxy materials to its shareholders. On 
August 5, 1993, applicant's shareholders approved the reorganization.
    5. Pursuant to the Plan, on September 30, 1993, applicant 
transferred all of its assets to the Acquiring Fund in exchange for 
shares of the Acquiring Fund. Immediately thereafter, applicant 
distributed pro rata to its shareholders the shares it received from 
the Acquiring Fund in the reorganization. On September 30, 1993, 
applicant had 79,275,051.010 shares outstanding, having an aggregate 
net asset value of $79,275,051.01 and a per share net asset value of 
$1.00.
    6. Expenses incurred in connection with the reorganization, 
consisting of legal fees, accounting fees, and printing and mailing 
costs for the proxy solicitation, were approximately $9,174 and were 
paid by applicant.
    7. 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.
    8. Applicant filed articles of dissolution on October 1, 1993 with 
the State of Washington.
    9. 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. 95-9525 Filed 4-17-95; 8:45 am]
BILLING CODE 8010-01-M