[Federal Register Volume 61, Number 33 (Friday, February 16, 1996)]
[Notices]
[Page 6274]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-3576]



-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21742; 811-3979]


Wood Island Growth Fund, Inc.; Notice of Application

February 12, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').

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

-----------------------------------------------------------------------

APPLICANT: Wood Island Growth Fund, Inc.

RELEVANT ACT SECTION: Section 8(f).

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

FILING DATE: The application was filed on December 7, 1995, and amended 
on February 8, 1996.

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 March 8, 1996, 
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 NW., Washington, DC 20549. 
Applicant, Wood Island, Fourth Floor, 80 East Sir Francis Drake 
Boulevard, Larkspur, California 94939.

FOR FURTHER INFORMATION CONTACT: Diane L. Titus, Paralegal Specialist, 
at (202) 942-0584, or Alison E. Baur, 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 is an open-end, diversified management company 
organized as a California corporation. On January 17, 1984, applicant 
filed a Notification of Registration on Form N-8A, and on April 6, 
1984, applicant filed a registration statement on Form N-1A registering 
an indefinite number of shares. The registration statement also related 
to 57,800 common shares already issued and outstanding as of April 6, 
1984, as a result of a prior private placement to qualified investors 
pursuant to exemptions under the Act and the Securities Act of 1933. On 
April 17, 1984, applicant's registration statement was declared 
effective, and the public offering commenced soon thereafter.
    2. On or about November 8, 1995, applicant mailed proxy statements 
to its shareholders seeking approval to wind up and dissolve its 
business. Applicant's board of directors solicited written consent in 
lieu of a special meeting of shareholders and received written consent 
from the majority of applicant's shareholders on or about November 20, 
1995.
    3. At a meeting held on October 18, 1995, applicant's board of 
directors determined that it was in the best interest of the 
shareholder to liquidate. The board's decision was based primarily on 
the small size of applicant and its resulting high ratio of expenses to 
average net assets. Additionally, the relatively small size of 
applicant made it difficult to achieve the diversification and 
investment objectives sought by applicant.
    4. On December 1, 1995, all of applicant's then issued and 
outstanding shares were redeemed. All redemptions were made at net 
asset value on the date of redemption.
    5. Liquidation expenses of $4,190 for transfer agency, accounting, 
custody, tax reporting and legal fees were borne by applicant. 
Liquidation expenses of $921 for proxy solicitation and mailing costs 
were borne by Wood Island Associates, Inc., applicant's adviser.
    6. Applicant has no securityholders, debts or liabilities at the 
time of filing this application. Applicant is not a party to any 
litigation or administrative proceeding.
    7. Applicant is not presently engaged, nor does it propose to 
engage, in any business activities other than those necessary for the 
winding up of its affairs.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-3576 Filed 2-15-96; 8:45 am]
BILLING CODE 8010-01-M