[Federal Register Volume 60, Number 125 (Thursday, June 29, 1995)]
[Notices]
[Page 33894]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-15944]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21158; 811-5417]


Smith Barney Shearson Small Capitalization Fund; Notice of 
Application

June 22, 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: Smith Barney Shearson Small Capitalization Fund.

RELEVANT ACT SECTION: Section 8(f).

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

FILING DATES: The application was filed on March 31, 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 17, 1995, 
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 5th Street, N.W., Washington, D.C. 
20549. Applicant, Smith Barney Inc., 388 Greenwich Street, New York, 
New York 10013.

FOR FURTHER INFORMATION CONTACT:
James M. Curtis, Senior Counsel, at (202) 942-0563, or Robert A. 
Robertson, Branch Chief, (202) 942-0464 (Office of Investment Company 
Regulation, Division of Investment Management).

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 an open-end management investment company that was 
organized as a Massachusetts business trust. On October 23, 1987, 
applicant filed a notice of registration on Form N-8A pursuant to 
section 8(a) of the Act. Also on October 23, 1987, applicant filed a 
registration statement under section 8(b) of the Act and under the 
Securities Act of 1933 on Form N-1A to register an indefinite number of 
shares. Applicant's registration statement was declared effective on 
December 4, 1987, and applicant commenced its initial public offering 
shortly thereafter.
    2. On August 27, 1993 and August 30, 1993, the board of trustees of 
applicant and the board of directors of Smith Barney Investment Funds 
Inc. (the ``Acquiring Fund''), respectively, approved an Agreement and 
Plan of Reorganization (the ``Reorganization'') providing for the 
transfer of all or substantially all of the assets of applicant to 
Smith Barney Special Equities Fund, a portfolio of the Acquiring Fund, 
in exchange for shares of the Acquiring Fund. In accordance with rule 
17a-8 under the Act, the board of trustees of applicant, including the 
trustees who are not interested persons, and the board of directors of 
the Acquiring Fund, including the directors who are not interested 
persons, concluded that the Reorganization would be in the best 
interests of their respective investment companies and that the 
interests of their respective shareholders would not be diluted as a 
result.
    3. The registration statement on Form N-14 was filed with the SEC 
and the proxy statement/prospectus contained therein was mailed to 
applicant's shareholders on October 4, 1993. At a special meeting of 
shareholders held on November 18, 1993, the shareholders of applicant 
approved the Reorganization.
    4. As of November 19, 1993, applicant had 2,210,471 Class A shares 
outstanding having an aggregate net asset value of $34,338,383 and a 
per share net asset value of $15.53. At such date, applicant also had 
346,133 Class B shares outstanding, having an aggregate net asset value 
of $5,339,634 and a per share net asset value of $15.43. Applicant had 
no other classes of securities outstanding. On November 19, 1993, 
pursuant to the Reorganization, applicant transferred all its assets to 
the Acquiring Fund in exchange for shares of the Acquiring Fund. 
Immediately thereafter, applicant liquidated and distributed pro rata 
to its shareholders the shares that it received of the Acquiring Fund. 
Each shareholder of applicant received shares of the Acquiring Fund 
having an aggregate net asset value equal to the aggregate net asset 
value of his or her investment in applicant.
    5. Applicant and the Acquiring Fund each paid half of the expenses 
of the Reorganization. Such expenses equaled approximately $30,000 and 
consisted of accounting, printing, administrative, and certain legal 
expenses.
    6. Applicant has no security holders, assets, debts, or other 
liabilities. Applicant is not a party to any litigation or 
administrative proceeding. Applicant is not engaged and does not 
propose to engage in any business activity other than those necessary 
for the winding up of its affairs.
    7. Applicant intends to file the appropriate notice of termination 
with the Office of the Secretary of State 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. 95-15944 Filed 6-28-95; 8:45 am]
BILLING CODE 8010-01-M