[Federal Register Volume 60, Number 125 (Thursday, June 29, 1995)]
[Notices]
[Page 33889]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-16053]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21163; 811-6037]


GOC Fund, Inc.; Notice of Application

June 23, 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: GOC Fund, Inc.

RELEVANT ACT SECTION: Section 8(f).

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

FILING DATES: The application was filed on March 23, 1995 and amended 
on June 19, 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 18, 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 may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street, NW., Washington, DC 20549. 
Applicant, 19 Old Kings Highway South, Darien, CT 06820-4526.

FOR FURTHER INFORMATION CONTACT:
Mary Kay Frech, Senior Attorney, at (202) 942-0579, or C. David 
Messman, Branch Chief, 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 at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant, formerly known as The Manager's Fund, Inc., is an 
open-end diversified management investment company that was organized 
as a corporation under the laws of the State of Maryland. On February 
2, 1990, applicant registered under the Act as an investment company, 
and filed a registration statement to register its shares under the 
Securities Act of 1933. The registration statement was declared 
effective on March 28, 1990, and the initial public offering commenced 
on that date.
    2. On October 12, 1994, applicant's board of directors approved the 
liquidation of applicant. The directors determined that the liquidation 
was in the best interest of securityholders because of applicant's 
inability to achieve its goals, especially the failure to market its 
shares to a different class of investors from the existing market for 
applicant's related funds. In addition, all remaining securityholders 
had holdings below applicant's minimum amount because all were 
participants in a reinvestment option offered to unitholders of certain 
unit investment trusts and the minimum investment amount had been 
waived for each of such participants.
    3. On October 19, 1994, a notice of redemption (``Notice'') was 
sent to all remaining securityholders. Because all remaining 
securityholders had holdings below the minimum amount established by 
applicant's articles of incorporation, and in accordance with Maryland 
law, each securityholder received a final distribution representing the 
net asset value of its shares along with the Notice.
    4. On October 18, 1994, applicant had 132,873 shares outstanding, 
having an aggregate net asset value of $132,873 and a per share net 
asset value of $1.00.
    5. The expenses incurred in connection with the liquidation 
consists primarily of administrative, legal, and accounting fees, and 
mailing and telephone expenses. Gabelli-O'Connor Fixed Income Mutual 
Funds Management Company, applicant's investment adviser, agreed to 
assume all known and unknown unpaid liabilities of applicant, which are 
less than $5,000. In addition, the investment adviser assumed the 
unamortized organizational expenses of applicant, in the amount of 
$5,122.
    6. There are no securityholders to whom distributions in complete 
liquidation of their interests have not been made. Applicant has no 
debts or other liabilities that remain outstanding. Applicant is not a 
party to any litigation or administrative proceeding.
    7. Applicant intends to file articles of dissolution with the State 
of Maryland.
    8. Applicant is not now engaged, nor does it propose to engage, in 
any business activities other than those necessary for the winding up 
of its affairs.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-16053 Filed 6-28-95; 8:45 am]
BILLING CODE 8010-01-M