[Federal Register Volume 60, Number 215 (Tuesday, November 7, 1995)]
[Notices]
[Pages 56181-56182]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-27484]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21463; 811-1657]


Rochester Tax Managed Fund, Inc.; Notice of Application for 
Deregistration

November 1, 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: Rochester Tax Managed Fund, Inc.

relevant act section: Order requested under section 8(f).

summary of application: Applicant requests an order declaring it has 
ceased to be an investment company.

filing date: The application was filed on September 28, 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 November 27, 
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, N.W., Washington, D.C. 
20549. Applicant, 350 Linden Oaks, Rochester, New York 14625.

FOR FURTHER INFORMATION CONTACT:
Marianne H. Khawly, Staff Attorney, at (202) 942-0562, or Robert A. 
Robertson, 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 from 
the SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant, a registered open-end investment company, 
incorporated in the state of New York on September 7, 1967. On May 31, 
1968, applicant filed a Notification of Registration on Form N-8A and a 
registration statement on Form N-8B-1 pursuant to section 8(b) of the 
Act. Also on that date, applicant filed a registration statement on 
Form S-5 pursuant to the Securities Act of 1933. The registration 
statement was declared effective on December 2, 1968, and applicant 
commenced its initial public offering on or about that date.
    2. On April 12, 1995, applicant's board of directors approved an 
Agreement and Plan or Reorganization (the ``Agreement'') between the 
Rochester Fund Series--The Bond Fund For Growth (``The Bond Fund For 
Growth'') and applicant. Applicant entered into the Agreement with The 
Bond Fund For Growth on April 26, 1995. Pursuant to the Agreement, The 
Bond Fund For Growth would acquire all of applicant's assets in 
exchange for shares of beneficial interest of The Bond Fund for Growth. 
In determining whether to recommend approval of the Agreement, 
applicant's board considered a number of factors 

[[Page 56182]]
including, but not limited to: (a) the relative past growth or decline 
in assets and performance of each fund; (b) the future prospects for 
growth and performance of each fund, whether or not they are 
reorganized; (c) the compatibility of the funds' respective investment 
objectives, policies, restrictions, and portfolios; (d) the shareholder 
services of each fund; and (e) the relative expense ratios of each fund 
and the likely effect of the reorganization on the expense ratio of 
each fund.
    3. On April 28, 1995, applicant filed a Form N-14 with the SEC that 
contained preliminary copies of proxy materials. On June 1, 1995, 
applicant distributed proxy materials to its shareholders. On June 2, 
1995, definitive proxy materials were filed with the SEC. At a meeting 
held on June 26, 1995, applicant's shareholders approved the 
reorganization.
    4. As of June 28, 1995 (the ``Closing Date''), applicant has 
760,094 shares of beneficial interest outstanding with an aggregate and 
per share net asset value of $9,039,350 and $11.89, respectively. On 
the Closing Date, applicant transferred all of its assets and 
liabilities to The Bond Fund For Growth in exchange for a pro rata 
distribution of shares of beneficial interest of The Bond Fund For 
Growth.
    5. Each of applicant's shareholders received, in exchange for his 
or her shares in applicant, shares of beneficial interest of The Bond 
Fund For Growth having a net asset value equal to the aggregate net 
asset value of his or her shares in applicant as of the Closing Date.
    6. Applicant will bear certain expenses of the reorganization such 
as printing, mailing and proxy solicitation expenses, legal fees, and 
audit and tax consulting fees in an amount up to $16,150. Any expenses 
beyond this amount will be borne by Fielding Management Company, Inc., 
applicant's investment adviser.
    7. 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.
    8. Applicant will terminate its existence as a New York 
corporation.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-27484 Filed 11-6-95; 8:45 am]
BILLING CODE 8010-01-M