[Federal Register Volume 60, Number 119 (Wednesday, June 21, 1995)]
[Notices]
[Pages 32386-32387]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-15119]



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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 21138; 811-5389]


The American Express Funds; Notice of Application for 
Deregistration

June 15, 1995.
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 American Express Funds.

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

SUMMARY OF APPLICATION: Application seeks an order declaring it has 
ceased to be an investment company.

FILING DATES: The application was filed on May 23, 1995.

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 July 10, 1995, 
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, NW., Washington, DC 20549. 
Applicant, American Express Tower, World Financial Center, New York, 
New York 10285-3400.

FOR FURTHER INFORMATION CONTACT:
Marianne H. Khawly, Staff Attorney, at (202) 942-0562, or H.R. Hallock, 
Special Counsel, 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 a diversified, open-end, registered investment 
company organized as a Massachusetts's business trust. On November 12, 
1987, applicant filed a Notification of Registration on Form N-8A 
pursuant to section 8(a) of the Act and a registration statement was 
declared effective on April 7, 1988 and applicant's initial public 
offering commenced shortly thereafter.
    2. Applicant consists of nine separate series: American Express 
Money Market Fund (``Money Market Fund''); American Express Corporate 
Bond Fund (``Corporate Bond Fund''); American Express U.S. Government 
Income Fund (``U.S. Government Income Fund''); American Express Equity 
Growth Fund (``Equity Growth Fund''); American Express Equity Value 
Fund (``Equity Value Fund''); American Express Tax-Free Money Market 
Fund (``Tax-Free Money Market Fund''); American Express Tax-Free 
Municipal Bond Fund (``Tax-Free Municipal Bond Fund''); American 
Express Intermediate Term Bond Fund (``Intermediate Term Bond Fund''); 
and American Express International Equity Fund (``International Equity 
Fund'') (collectively, the ``Funds'').
    3. On November 1, 1991, applicant's Board of Trustees (the 
``Board'') approved a reorganization plan whereby all or substantially 
all of the assets of each series of applicant would be exchanged for 
shares of beneficial interest of corresponding series of The Dreyfus/
Laurel Funds Trust, The Dreyfus/Laurel Investment Series, and the 
Dreyfus/Laurel Tax-Free Municipal Funds (collectively, the ``Acquiring 
Funds'').
    4. Based on a study conducted by the applicant's investment 
manager, American Express Service Corporation (``American Express''), 
and American Express Travel Related Services Company, Inc. (``TRS''), 
the parent of American Express, the Board concluded [[Page 32387]] that 
greater operational efficiencies would be achieved upon a 
reorganization of applicant with other American Express affiliated 
funds with a greater level of assets. The Board approved the 
reorganization based on the similarity of investment objectives and 
shareholder privileges between the Funds and the corresponding series 
of the Acquiring Funds, the increased investment diversification that 
would be available to shareholders of a larger group of funds, the 
shift in focus of applicant's sponsor to unrelated businesses, and the 
tax-free nature of the reorganization.
    5. Because applicant and the Acquiring Funds had investment 
advisers that may have been deemed to be under ``common control'' 
within the meaning of section 2(a)(9), thereby rendering applicant and 
the Acquiring Funds ``affiliated persons'' within the meaning of 
section 2(a)(3)(C), the proposed reorganizations were subject to the 
prohibition of section 17(a) against affiliated transactions. 
Consequently, applicant, the Acquiring Funds, and TRS applied for and 
were granted relief from section 17(a),\1\ on the grounds that, among 
other things, the reorganizations were represented to be consistent 
with the policies and purposes underlying rule 17a-8 under the Act.

    \1\Cash Management Fund, et al., Investment Company Act Release 
Nos. 18474 (notice) (Jan. 8, 1992) and 18518 (order) (Feb. 4, 1992).
    6. Proxy materials previously had been mailed to shareholders on or 
about December 26, 1990. On February 4, 1992, the Funds' shareholders 
approved the reorganization. On February 7, 1992, applicant transferred 
all of the assets and liabilities of the Funds to the individual series 
of the Acquiring Funds, as follows: (a) Money Market Fund (40,350,320 
shares outstanding with an aggregate and per share net asset value of 
$40,345,504 and $1.00, respectively) to Prime Money Market Fund in 
exchange for shares of Prime Money Market Fund; (b) Corporate Bond Fund 
(139,755 shares outstanding with an aggregate and per share net asset 
value of $1,710,067 and $12.24, respectively) to Managed Income Fund in 
exchange for shares of Managed Income Fund; (c) U.S. Government Income 
Fund (160,235 shares outstanding with an aggregate and per share net 
asset value of $1,917,117 and $11.96, respectively) to Limited Term 
Government Securities Fund in exchange for shares of Limited Term 
Government Securities Fund; (d) Equity Growth Fund (256,115 shares 
outstanding with an aggregate and per share net asset value of 
$6,033,829 and $23.56, respectively) to Special Growth Fund in exchange 
for shares of Special Growth Fund; (e) Equity Value Fund (172,484 
shares outstanding with an aggregate and per share net asset value of 
$2,248,418 and $13.04, respectively) to Core Value Fund in exchange for 
shares of Core Value Fund; (f) Tax-Free Money Market Fund (15,494,982 
shares with an aggregate and per share net asset value of $15,496,605 
and $1.00, respectively) to Tax-Exempt Money Market Fund in exchange 
for shares of Tax-Exempt Money Market Fund; (g) Tax-Free Municipal Bond 
Fund (118,945 shares outstanding with an aggregate and per share net 
asset value of $1,531,076 and $12.87, respectively) to Limited Term 
Municipal Bond Fund in exchange for shares of Limited Term Municipal 
Bond Fund; (h) Intermediate Term Bond Fund (145,310 shares outstanding 
with an aggregate and per share net asset value of $1,786,922 and 
$12.30, respectively) to Short-Term Bond Fund in exchange for shares of 
Short-Term Bond Fund; and (i) International Equity Fund (136,326 shares 
outstanding with an aggregate and per share net asset value of 
$1,651,911 and $12.12, respectively) to International Fund in exchange 
for shares of International Fund.
    7. Shares of each series of the Acquiring Funds were immediately 
distributed to applicant's shareholders. Each shareholder of a Fund 
received, in exchange for his or her shares in the Fund, shares of the 
corresponding series of the Acquiring Funds having an aggregate net 
asset value equal to the net asset value of his or her investment in 
the Fund.
    8. Total expenses of the reorganization were approximately $200,000 
and consisted of accounting, printing, administrative and legal fees. 
Such expenses were borne by American Express, TRS, and The Boston 
Company Advisors, Inc., applicant's administrator. No portion of such 
expenses were paid by applicant.
    9. As of the date of the application, applicant had no 
shareholders, assets, or liabilities. Applicant is not a party to any 
litigation or administrative proceeding. Applicant is neither engaged 
in nor proposes to engage in any business activities other than those 
necessary for the winding-up of its affairs.
    10. Applicant will terminate its existence as a Massachusetts 
business trust.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-15119 Filed 6-20-95; 8:45 am]
BILLING CODE 8010-01-M