[Federal Register Volume 59, Number 39 (Monday, February 28, 1994)]
[Unknown Section]
[Page ]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-4423]


[Federal Register: February 28, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20085; 811-5960]


Smith Barney Shearson 1990s Fund; Application for Deregistration

February 18, 1994.
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: Smith Barney Shearson 1990s 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 January 14, 
1994.

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 15, 1994, 
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 who wish to be 
notified of a hearing may request notification by writing to the SEC's 
Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington, DC 20549. 
Applicant, Two World Trade Center, New York, New York 10048.

FOR FURTHER INFORMATION CONTACT: Mary Key Frech, Staff Attorney, at 
(202) 272-7648, or C. David Messman, Branch Chief, at (202) 272-3018 
(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 a diversified open-end management investment 
company organized as a Massachusetts business trust. On November 21, 
1989, applicant filed a notification of registration pursuant to 
section 8(a) of the Act and a registration statement pursuant to the 
Securities Act of 1933. The registration statement became effective on 
January 11, 1990, and applicant commenced its initial public offering 
shortly thereafter.
    2. On June 11, 1993, applicant's board of directors approved a plan 
of reorganization whereby applicant agreed to transfer substantially 
all of its assets to Smith Barney Shearson Aggressive Growth Fund Inc. 
(the ``Acquiring Fund''), in exchange for shares of beneficial interest 
of the Acquiring Fund and the assumption by the Acquiring Fund of 
certain liabilities of applicant. In accordance with rule 17a-8 of the 
Act, applicant's directors determined that the sale of applicant's 
assets to the Acquiring Fund was in the best interests of applicant's 
shareholders, and that the interests of the existing shareholders would 
not be diluted as a result.\1\
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    \1\Applicant and the Acquiring Fund may be deemed to be 
affiliated persons of each other by reason of having a common 
investment adviser. 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. In approving the reorganization, the directors considered 
various factors, including, (a) the generally similar investment 
objectives and policies of applicant and the Acquiring Fund, (b) the 
fact that the funds have the same investment adviser, administrator, 
custodian, and transfer agent, (c) the significant savings in expenses 
for application's shareholders, and (d) the fact that the larger asset 
base of the combined funds should result in further reduction of 
expenses.
    4. Proxy materials soliciting shareholder approval of the 
reorganization were distributed to applicant's shareholders of record 
on or about August 18, 1993. Preliminary and definitive copies of the 
proxy materials were filed with the SEC. Applicant's shareholders 
approved the reorganization at a special meeting held on October 12, 
1993.
    5. As of October 15, 1993 (the ``Closing Date''), applicant had 
2,634,771 and 48,102 shares of Class A and Class B, respectively, 
outstanding, having a net asset value of $26,604,523 and $482,443, 
respectively, and a per share net asset value of $10.10 and $10.03, 
respectively. On the Closing Date, the reorganization was consummated. 
Applicant transferred all, or substantially all, of its assets and 
certain stated liabilities to the Acquiring Fund. In exchange, the 
shareholders of applicant received shares of the Acquiring Fund having 
an aggregate net asset value equal to the aggregate net asset value of 
their investment in applicant. Holders of Class A shares of applicant 
received Class A shares of the Acquiring Fund, and holders of Class B 
shares of applicant received Class B shares of the Acquiring Fund.
    6. On the Closing Date, applicant paid a capital gain distribution 
of $0.5240 per share which, together with all previous such dividends, 
had the effect of distributing to its shareholders all of its 
respective investment company taxable income for the taxable year 
ending on or prior to the Closing Date (computed without regard to any 
deduction for dividends paid) and all of its respective net capital 
gain realized in the taxable year ending on or prior to the Closing 
Date (after reduction for any capital loss carry forward).
    7. The expenses in connection with the reorganization consisted of 
legal, accounting, printing, and administrative expenses totalling 
approximately $20,000. These expenses were borne by applicant.
    8. As of the date of the application, applicant had no 
shareholders, assets, or liabilities. Applicant is not a party to any 
litigation or administrative proceedings. Applicant is not presently 
engaged in, nor does it propose to engage in, any business activities 
other than those necessary for the winding up of its affairs.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-4423 Filed 2-25-94; 8:45 am]
BILLING CODE 8010-01-M