[Federal Register Volume 60, Number 125 (Thursday, June 29, 1995)]
[Notices]
[Pages 33894-33895]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-15945]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21159; 822-6219]


Smith Barney Shearson Worldwide Prime Assets Fund; Notice of 
Application

June 22, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').


[[Page 33895]]

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

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APPLICANT: Smith Barney Shearson Worldwide Prime Assets Fund.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant requests an order declaring that it 
has cased 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. 20559. 
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) 942-0563, or Robert A. Robertson, Branch 
Chief, (202) 942-0564 (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 November 19, 1990, 
applicant filed a notice of registration on Form N-8A pursuant to 
section 8(a) of the Act. Also on November 19, 1990, 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 
January 29, 1991, and applicant commenced its initial public offering 
shortly thereafter.
    2. On March 29, 1994 and March 31, 1994, the board of trustees of 
applicant and the board of trustees of Smith Barney Income Funds (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 
Shearson Limited Maturity Treasury 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 trustees 
of the Acquiring Fund, including the trustees who are not interested 
persons, concluded that the Reorganization would be in the best 
interest of their respective investment companies and that the interest 
of their respective shareholders would not be diluted as a result.
    3. The registration statement of Form N-14 was filed with the SEC 
and the proxy statement/prospectus contained therein was mailed to 
applicant's shareholders on June 2, 1994. At a special meeting of 
shareholders held on July 5, 1994, the shareholders of applicant 
approved the Reorganization.
    4. As of July 15, 1994, applicant had 29,767,799 Class A shares 
outstanding having an aggregate net asset value of $49,994,241 and a 
per share net asset value of $1.68. At such date, applicant had no 
other classes of shares outstanding. On July 15, 1994, pursuant to the 
Reorganization, applicant transferred all its assets to 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 $106,000 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 a letter of withdrawal 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. 95-15945 Filed 6-28-95; 8:45 am]
BILLING CODE 8010-01-M