[Federal Register Volume 60, Number 139 (Thursday, July 20, 1995)]
[Notices]
[Pages 37484-37485]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-17858]



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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-21204; 811-5948]


Financial Square Trust; Notice of Application

July 14, 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: Financial Square Trust.

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 June 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 August 8, 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.


[[Page 37485]]

ADDRESSES: Secretary, SEC, 450 5th Street, NW, Washington, DC 20549. 
Applicant, 4900 Sears Tower, Chicago, Illinois 60606.

FOR FURTHER INFORMATION CONTACT:
James M. Curtis, Senior Counsel, at (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 October 17, 1989, 
applicant field a notice of registration on Form N-8A pursuant to 
section 8(a) of the Act. Also on October 17, 1989, applicant field 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 
February 28, 1990, and applicant commenced its initial public offering 
shortly thereafter.
    2. On October 25, 1994, the board of trustees of applicant and the 
board of trustees of Goldman Sachs Money Market Trust (the ``Acquiring 
Fund''), respectively, approved an Agreement and Plan of Reorganization 
(the ``Reorganization'') providing for the transfer of all the assets 
of each series of the applicant, the Prime Obligations Fund, the 
Government Fund, the Treasury Obligations Fund, the Money Market Fund, 
and the Tax-Free Money Market Fund, to newly-created corresponding 
series of the Acquiring Fund in exchange for units of beneficial 
interest of each such series 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 
interests of their respective investment companies and that the 
interests of their respective shareholders or unitholders would not be 
diluted as a result.
    3. The proxy statement was filed with the SEC, and such proxy 
statement was distributed to applicant's shareholders on November 17, 
1994. At a special meeting of shareholders held on December 16, 1994, 
the shareholders of applicant approved the Reorganization.
    4. As of December 28, 1994, applicant had outstanding 5,976,415,234 
shares having an aggregate net asset value of $5,976,415,234. On 
December 28, 1994, pursuant to the Reorganization, applicant 
transferred all the assets of each of its series to the corresponding 
series of the Acquiring Fund. Immediately thereafter, applicant 
liquidated and distributed pro rata to the shareholders of each of its 
series the units of beneficial interest that it received of each 
corresponding series of the Acquiring Fund. Each shareholder of each 
series of applicant received units of the corresponding series of the 
Acquiring Fund having an aggregate net asset value equal to the 
aggregate net asset value of his or her investment in applicant. No 
brokerage commissions were incurred in connection with the 
Reorganization.
    5. Goldman Sachs Asset Management, the adviser of both applicant 
and the Acquiring Fund, assumed all expenses relating to 
Reorganization.
    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 document on or about August 1, 1995 
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. 95-17858 Filed 7-19-95; 8:45 am]
BILLING CODE 8010-01-M