[Federal Register Volume 59, Number 181 (Tuesday, September 20, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-23229]


[[Page Unknown]]

[Federal Register: September 20, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20547; 811-4287]

 

The Pierpont Capital Appreciation Fund; Notice of Application for 
Deregistration

September 13, 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: The Pierpont Capital Appreciation 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 was filed on August 25, 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 October 7, 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 notification by writing to the SEC's 
Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicant, 461 Fifth Avenue, New York, New York 10017.

FOR FURTHER INFORMATION CONTACT:
Joseph G. Mari, Senior Special Counsel, (202) 942-0567, or Barry D. 
Miller, Senior Special Counsel, (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, a Massachusetts business trust, is an open-end 
management investment company. On April 25, 1985, applicant filed a 
notification of registration pursuant to section 8(a) and a 
registration statement on Form N-1A pursuant to section 8(b) of the 
Act. On that same date, applicant filed a registration statement 
pursuant to the Securities Act of 1933 registering an indefinite number 
of shares of beneficial interest. Applicant's registration statement 
became effective on June 20, 1985 and its initial public offering 
commenced shortly thereafter.
    2. At meetings on January 29, March 17 and June 24, 1993, 
applicant's board of trustees approved a plan of reorganization, 
termination and deregistration of applicant (the ``Reorganization''). 
Under the Reorganization, applicant would be converted from a stand-
alone structure to a master-feeder, series structure. As stated in the 
resolutions of the board of trustees attached at exhibit E to the 
application, applicant's board determined that the Reorganization was 
in the best interests of applicant, and the interests of the existing 
shareholders would not be diluted as a result.
    3. Proxy materials relating to the Reorganization were furnished to 
applicant's shareholders on or about April 29, 1993, and were filed 
with the SEC on May 5, 1993. At a meeting held on June 18, 1993, a 
majority of applicant's shareholders approved the Reorganization.
    4. On July 16, 1993, pursuant to the Reorganization, The U.S. Small 
Company Portfolio (the ``Master Fund'') acquired all the investable 
assets and certain liabilities of applicant in exchange for a 
beneficial interest in the Master Fund. On July 18, 1993, all the 
applicant's assets, consisting substantially of a beneficial interest 
in the Master Fund, were transferred to The Pierpont Capital 
Appreciation Fund series (the ``Successor Fund'') of the Pierpont Funds 
(an open-end investment company) and the Successor Fund assumed all the 
applicant's liabilities in return for shares of the Successor Fund. 
These shares of the Successor Fund were distributed tax-free on a share 
for share basis to applicant's shareholders. Applicant's shareholders 
received shares of the Successor Fund with an aggregate net asset value 
equal to the aggregate net asset value of their respective interests in 
applicant.
    5. In connection with the reorganization, applicant incurred legal, 
accounting, proxy solicitation, shareholder mailing, deregistration and 
other expenses, all of which were paid by applicant's investment 
adviser, Morgan Guaranty Trust Company of New York.
    6. Applicant has no outstanding debts or liabilities. Applicant is 
not a party to any litigation or administrative proceeding. Applicant 
has no shareholders and is not engaged, nor does it propose to engage, 
in any business activities other than those necessary for the winding-
up of its affairs. Applicant will apply to be terminated under 
Massachusetts law.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-23229 Filed 9-19-94; 8:45 am]
BILLING CODE 8010-01-M