[Federal Register Volume 62, Number 48 (Wednesday, March 12, 1997)]
[Notices]
[Page 11509]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-6196]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 22548; 811-3667]


PaineWebber/Kidder, Peabody Tax Exempt Money Fund, Inc.

March 6, 1997.
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 Tax Exempt Money Fund, Inc.

RELEVANT ACT SECTION: Order requested under section 8(f) of the Act.

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

FILING DATE: The application was filed on October 23, 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 March 31, 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, 1285 Avenue of the Americas, New York, NY 10019.

FOR FURTHER INFORMATION CONTACT: Kathleen L. Knisely, Staff Attorney, 
at (202) 942-0517 (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 Maryland corporation. On February 14, 1983, 
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 
the Act and the Securities Act of 1933. The registration statement 
became effective on June 30, 1983, and the initial public offering 
commenced thereafter.
    2. On July 20, 1995, applicant's board of directors approved an 
Agreement and Plan of Reorganization and Dissolution (the ``Plan'') 
whereby applicant would exchange its assets for shares of common stock 
in PaineWebber RMA Tax-Free Fund, Inc. (``PW Fund''), a registered 
investment company. Pursuant to rule 17a-8 under the Act,\1\ 
applicant's board of directors determined that the proposed 
reorganization was in the best interest of applicant and that the 
interests of the existing shareholders would not be diluted as a result 
of the proposed reorganization.
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    \1\ Rule 17a-8 provides an exemption from section 17(a) of the 
Act for certain reorganizations among registered investment 
companies that may be affiliated persons, or affiliated persons of 
an affiliated person, solely by reason of having a common investment 
adviser, common directors, and/or common officers.
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    3. In approving the Plan, the directors were advised of certain 
benefits which were likely to result from the reorganization. The 
directors were advised that the investment advisory and administration 
fee schedule applicable to PW Fund would be equal or lower than that 
currently in effect for applicant. Further, the directors were advised 
that, because PW Fund has greater net assets than applicant, combining 
the two funds would reduce the expenses borne by the shareholders of 
applicant as a percentage of net assets. The boards also were advised 
that following the reorganization, the expense ratio for the PW Fund 
was likely to decrease because the investment advisory and 
administration fee paid by that fund decreases as the size of the fund 
increases.
    4. On September 13, 1995, applicant filed a registration statement 
on Form N-14 with the SEC, which included a prospectus for the shares 
of the PW Fund to be issued in the reorganization and related proxy 
materials. The registration statement was declared effective on October 
6, 1995. Applicant's shareholders approved the Plan on November 10, 
1995.
    5. As of November 20, 1995 (the ``Closing Date''), there were 
395,167,695.07 shares outstanding of applicant's stock, having an 
aggregate net asset value of $395,038,835.11 and a per share net asset 
value of $1.00. Pursuant to the Plan, on the Closing Date, applicant 
transferred all of its assets in exchange for shares of common stock of 
PW Fund and the assumption of applicant's liabilities. The number of 
shares of PW Fund issued to applicant were 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. Following this 
exchange, applicant distributed the shares of PW Fund to its 
shareholders on a pro rata basis.
    6. Expenses incurred in connection with the reorganization include 
legal expenses, printing and mailing expenses, administrative expenses, 
and registration fees. These expenses totalled approximately $275,000 
and were borne by applicant and PW Fund in proportion to their 
respective net assets.
    7. Applicant has no securityholders, liabilities or assets. 
Applicant is not a party to any litigation or administrative 
proceeding. 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.
    8. Applicant intends to promptly file Articles of Dissolution with 
the Maryland State Department of Assessments and Taxation.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-6196 Filed 3-11-97; 8:45 am]
BILLING CODE 8010-01-M