[Federal Register Volume 61, Number 250 (Friday, December 27, 1996)]
[Notices]
[Pages 68320-68321]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-32958]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22410; 811-3663]


PaineWebber/Kidder, Peabody Government Money Fund, Inc.; Notice 
of Application

December 19, 1996.
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: PaineWebber/Kidder, Peabody Government Money Fund, Inc.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant requests an order declaring that it 
has ceased to be an investment company.

FILING DATE: The application was filed on November 6, 1996.

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 January 13, 
1997, 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, N.W., Washington, D.C. 
20549. Applicant, c/o Dianne E. O'Donnell, Legal Department, Mitchell 
Hutchins Asset Management Inc., 1285 Avenue of the Americas, 18th 
Floor, New York, New York 10019.

FOR FURTHER INFORMATION CONTACT: Diane L. Titus, Paralegal Specialist, 
at (202) 942-0584, or Mary Kay Frech, 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 an open-end, diversified management investment 
company organized as a corporation under the laws of the State of 
Maryland. On February 9, 1983, applicant registered under section 8(a) 
of the Act and filed a registration statement on Form N-1A pursuant to 
section 8(b) of the Act and the Securities Act of 1933, covering an 
indefinite number of shares of common stock. The registration statement 
was declared effective on May 9, 1983, and the initial public offering 
of common stock commenced thereafter.
    2. On July 20, 1995, applicant's Board of Directors approved an 
Agreement and Plan of Reorganization and Dissolution (``Plan'') between 
applicant and PaineWebber RMA Money Fund, Inc. on behalf of its series, 
PaineWebber RMA U.S. Government Portfolio (``PW Fund''), whereby PW 
Fund was to acquire all the assets of applicant in exchange solely for 
shares of beneficial interest in PW Fund and the assumption by PW Fund 
of all of applicant's liabilities. In accordance with rule 17a-8 of the 
Act, applicant's directors determined that the reorganization was in 
the best interests of applicant and that the interests of applicant's 
existing shareholders would not be diluted as a result.\1\
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    \1\ Applicant and PW Fund may be deemed to be affiliated persons 
of each other by reason of having a common investment adviser, 
common directors, and/or common officers. Although purchases and 
sales between affiliated persons generally are prohibited by section 
17(a) of the Act, rule 17a-8 provides an exemption for certain 
purchases and sales among investment companies that are affiliated 
persons of each other solely by reason of having a common investment 
adviser, common directors, and/or common officers.
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    3. According to applicant's proxy statement, the directors 
considered a number of factors in approving the Plan, including, (a) 
the similarity of the investment objectives, policies, and restrictions 
of the funds, (b) the effect of the reorganization on expected 
investment performance, (c) the effect of the reorganization on the 
expense ratio of the PW Fund relative to each fund's current expense 
ratio, and (d) possible alternatives to the reorganization, including 
continuing to operate on a stand-alone basis or liquidation.
    4. Proxy materials relating to the Plan and the transactions 
contemplated thereby and a combined prospectus relating to the shares 
of PW Fund to be issued were mailed to applicant's shareholders on or 
about October 13, 1995. At a special meeting held on November 10, 1995, 
applicant's shareholders approved the Plan.
    5. On November 20, 1995 (the ``Closing Date''), applicant had

[[Page 68321]]

236,411,46.15 shares of common stock outstanding, having an aggregate 
net asset value of $236,258,547.89 and a per share net asset value of 
$1.00. There were no other classes of securities of applicant 
outstanding. Pursuant to the Plan, applicant transferred to PW Fund all 
rights, title, and interest in and to applicant's assets. In exchange 
therefor, PW Fund assumed all liabilities, debts, obligations, and 
duties of applicant, and issued to applicant the number of shares of PW 
Fund determined by dividing the net asset value of a share of applicant 
by the net asset value of a share of PW Fund, in each case as of the 
close of regular trading on the New York Stock Exchange, Inc. on the 
Closing Date.
    6. On the Closing Date, applicant liquidated and distributed pro 
rata to its shareholders of record, determined as of the close of 
business on the Closing Date, the shares of PW Fund received by 
applicant in the reorganization, in exchange for such shareholders' 
shares of applicant.
    7. The expenses incurred in connection with the reorganization 
consisted primarily of legal expenses, expenses of printing and mailing 
communications to shareholders, registration fees, and miscellaneous 
accounting and administrative expenses. These expenses totalled 
approximately $225,000 and were borne by applicant and PW Fund in 
proportion to their respective net assets.
    8. As of the date of the application, applicant has no assets, 
debts or liabilities, and has no securityholders. Applicant is not a 
party to any litigation or administrative proceedings. Applicant is not 
now engaged, and does not propose to engage, in any business activities 
other than those necessary for winding-up of its affairs.
    9. On November 20, 1995, applicant filed Articles of Transfer with 
the Maryland State Department of Assessments and Taxation. Applicant 
intends to file Articles of Dissolution with the State of Maryland.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-32958 Filed 12-26-96; 8:45 am]
BILLING CODE 8010-01-M