[Federal Register Volume 59, Number 47 (Thursday, March 10, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-5574]


[[Page Unknown]]

[Federal Register: March 10, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Rel. No. 20113; 811-4912]

 

SLH Michigan Municipals Fund; Application

March 4, 1994.
AGENCY: Securities and Exchange Commission (``SEC'').

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

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APPLICANT: SLH Michigan Municipals 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 DATE: The application on Form N-8F was filed on December 27, 
1993, and amended on February 22, 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 29, 1994, 
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 such 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:
Courtney S. Thornton, Senior Attorney, at (202) 272-5287, 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 from 
the SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant was organized as a business trust under the laws of 
the Commonwealth of Massachusetts on October 21, 1986. Applicant is 
registered under the Act as an open-end non-diversified management 
investment company. On November 24, 1986, applicant filed a 
notification of registration on Form N-8A under section 8(a) of the 
Act, and a registration statement on Form N-1A under section 8(b) of 
the Act and the Securities Act of 1933. The registration statement 
became effective on February 9, 1987, and the initial public offering 
of applicant's shares commenced immediately thereafter.
    2. On January 17, 1990, applicant's Board of Trustee (the 
``Board'') unanimously approved an agreement and plan of reorganization 
providing for the transfer of applicant's assets to SLH Managed 
Municipals Fund Inc. (the ``Fund''),\1\ a diversified management 
investment company organized as a Maryland corporation, in exchange for 
shares of the Fund and the assumption by the Fund of the stated 
liabilities of applicant. At the same time, the Board authorized all 
actions necessary to effect the reorganization of applicant. The Board 
approved the proposed reorganization because it believed that it would 
enhance the ability of the portfolio managers of the combined funds to 
effect portfolio transactions on more favorable terms, and give the 
portfolio managers greater investment flexibility, with the attendant 
ability to spread investment risks over a larger number of portfolio 
securities. The Board also anticipated that the proposed reorganization 
would permit the combined funds to obtain economies of scale by 
spreading both fixed and variable costs of fund operations over a 
larger asset base.
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    \1\As of August 1, 1993, SLH Managed Municipals Fund Inc. 
changed its name to Smith Barney Shearson Managed Municipals Fund 
Inc.
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    3. Applicant and the Fund are affiliated persons of each other 
because they have a common investment adviser and common directors/
trustees. Accordingly, the Board and the directors of the Fund made 
determinations pursuant to rule 17a-8 under the Act that participation 
in the proposed transaction was in the best interests of applicant and 
the Fund, and that the interests of applicant's existing shareholders 
and those of the Fund would not be diluted as a result of the 
transaction.\2\
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    \2\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. On or about February 28, 1990, definitive proxy materials were 
mailed to shareholders, and were filed with the SEC. At a special 
meeting held on March 27, 1990, applicant's shareholders approved the 
Plan.
    5. As of April 2, 1990, applicant had 231,495 shares outstanding 
with an aggregate net asset value of $2,546,881 and a net asset value 
per share of $11.00. Immediately prior to the transfer of assets, 
applicant paid a capital gain distribution of $.05978 per share to its 
shareholders. On April 2, 1990, applicant transferred all of its assets 
to the Fund in exchange for the assumption by the Fund of applicant's 
stated liabilities and shares of the Fund with an aggregate net asset 
value equal to the net asset value of the transferred assets. Applicant 
then distributed all such shares of the Fund pro rata to its 
shareholders, with each shareholder receiving shares of the Fund with 
an aggregate net asset value equal to the aggregate net asset value of 
their investment in applicant.
    6. The expenses applicable to the reorganization, consisting of 
accounting, printing, administrative, and certain legal expenses, 
amounted to $8,000. These expenses were borne by applicant's investment 
adviser. No brokerage fees were incurred in connection with the 
transaction.
    7. At the time of the application, applicant had no shareholders, 
assets, or liabilities, nor was it a party to any litigation or 
administrative proceedings. 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. Applicant intends to file a letter of withdrawal with the Office 
of the Commonwealth of Massachusetts to effect the termination of 
applicant as a Massachusetts business trust.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-5574 Filed 3-9-94; 8:45 am]
BILLING CODE 8010-01-M