[Federal Register Volume 61, Number 19 (Monday, January 29, 1996)]
[Notices]
[Pages 2860-2861]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-1477]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21693; File No. 811-2155]


Select Capital Growth Fund, Inc.

January 22, 1996.
AGENCY: U.S. Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for an order under the Investment Company 
Act of 1940 (the ``1940 Act'').

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APPLICANT: Select Capital Growth Fund, Inc. (``Select Capital'').

RELEVANT 1940 ACT SECTION: Order requested under Section 8(f) of the 
1940 Act.

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

FILING DATE: The application was filed on September 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 Secretary of the SEC 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 February 16, 
1996, 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 
Secretary of the SEC.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington, DC 20549; 
Applicant, 20 Washington Avenue South, Minneapolis, Minnesota 55401.

FOR FURTHER INFORMATION CONTACT: Joseph G. Mari, Senior Special 
Counsel, or Patrice M. Pitts, Special Counsel, Division of Investment 
Management (Office of Insurance Products), at (202) 942-0670.

SUPPLEMENTARY INFORMATION: Following is a summary of the application. 
The complete application is available for a fee from the Pubic 
Reference Branch of the SEC.

Applicant's Representations

    1. Select Capital is organized as a Minnesota corporation, and is 
registered under the 1940 Act as an open-end diversified management 
investment company. On December 28, 1970,\1\ Applicant filed a 
registration statement under Section 8(b) of the 1940 Act, and a 
registration statement on Form S-5 under the Securities Act of 1933 
registering an unlimited number of shares of common stock, having no 
designated par value (File No. 2-39128). The Form S-5 registration 
statement became effective on August 13, 1971, and the initial public 
offering commenced on August 16, 1971.

    \1\ This date is derived from the SEC's computerized data 
retrieval system.
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    2. Applicant's only security holders were Northwestern National 
Life Insurance Company (``NWNL'') and sub-accounts of NWNL Select 
Variable Account and Select*Life Variable Account (the ``Variable 
Accounts'').
    3. On November 1, 1994, Applicant's board of directors unanimously 
(i) approved the substitution of shares of the Growth Portfolio of the 
Variable Insurance Products Fund (the ``Fidelity Growth Portfolio'') 
for shares of Applicant held by the Variable 

[[Page 2861]]
Accounts (the ``Substitution''), and (ii) resolved that, contingent on 
shareholder approval of the Substitution and receipt of approval of the 
Substitution by the SEC, Applicant be liquidated and dissolved pursuant 
to Minnesota law. On December 21, 1994, the beneficial owners of the 
shares of common stock of Applicant approved the Substitution. On 
December 21, 1994, NWNL approved a plan of liquidation and dissolution 
(the ``Plan'') for Applicant.
     4. On May 1, 1995, pursuant to an SEC staff no-action position 
letter, dated April 10, 1995 (Ref. No. IP-1-95), shares of Applicant 
held by the Variable Accounts where redeemed by NWNL, leaving NWNL as 
the sole security holder of Applicant. The proceeds of that redemption 
were used to purchase shares of the Growth Portfolio. On May 23, 1995, 
NWNL, as the sole security holder of Applicant, approved a proposal to 
liquidate and dissolve Applicant pursuant to the Plan. Applicant 
completed its liquidation and distributed its remaining assets ($100) 
to NWNL on May 24, 1995.
    5. Applicant has no assets or security holders. Applicant is not a 
party to any litigation or administrative proceeding and is not now 
engaged, nor does it intend to engage, in any business activities other 
than those necessary for the winding-up of its affairs.
    6. Applicant has not, within the past 18 months, transferred any of 
its assets to a separate trust, the beneficiaries of which were or are 
security holders Applicant.
    7. The only outstanding debts Applicant, for which Applicant has 
not received final invoices, are approximately $15,000 in 1994 audit 
fees and fees for tax preparation services. Northstar Investment 
Management Corporation (``Northstar''), Applicant's investment adviser, 
has agreed to pay these fees on behalf of Applicant, pursuant to the 
reimbursement arrangement contained in the investment advisory 
agreement between Applicant and Northstar.
    8. The only expenses associated with the liquidation of Applicant 
are brokerage commissions, legal and fund accounting services fees, and 
certain filing fees. These fees are expected to aggregate approximately 
$10,000, $2,500, and $70, respectively. NWNL and Northstar will pay all 
such expenses.
    9. Applicant represents that it will continue to file all reports 
required by Rules 30a-1 and 30b-1 under the 1940 Act until the 
requested order is granted.
    10. Applicant intends to file Articles of Dissolution with the 
State of Minnesota to terminate its existence as a Minnesota 
corporation.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-1477 Filed 1-26-96; 8:45 am]
BILLING CODE 8010-01-M