[Federal Register Volume 60, Number 32 (Thursday, February 16, 1995)]
[Notices]
[Pages 9072-9073]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-3883]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 20894; File No. 811-6228]


Putnam Texas Tax Exempt Income Fund; Application for 
Deregistration

February 10, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

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

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APPLICANT: Putnam Texas Tax Exempt Income Fund.

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 on Form N-8F was filed on December 9, 
1994, and amended on February 9, 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 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 who wish to be 
notified of a hearing may request notification by writing to the SEC's 
Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street NW., Washington, DC 20549. 
Applicant, One Post Office Square, Boston, Massachusetts 02109.

FOR FURTHER INFORMATION CONTACT: [[Page 9073]] 
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 non-diversified 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\

    \1\Rule 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.
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    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