[Federal Register Volume 61, Number 36 (Thursday, February 22, 1996)]
[Notices]
[Pages 6869-6870]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-3984]



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[[Page 6870]]


SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 21753; 811-5359]


Dean Witter Managed Assets Trust; Notice of Application

February 15, 1996.
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: Dean Witter Managed Assets 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 DATE: The application was filed on January 26, 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 11, 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.

ADDRESS: Secretary, SEC, 450 5th Street, N.W., Washington, D.C. 20549. 
Applicant, c/o Sheldon Curtis, Two World Trade Center, New York, New 
York 10048.

FOR FURTHER INFORMATION CONTACT:
Robert 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 is an open-end management investment company organized 
under the laws of the Commonwealth of Massachusetts pursuant to a 
Declaration of Trust. On October 12, 1987, applicant registered under 
the Act and filed a registration statement pursuant to section 8(b) of 
the Act and the Securities Act of 1933. The registration statement 
became effective on April 25, 1988, and the initial public offering 
commenced on May 24, 1988.
    2. On August 24, 1995, applicant's board of trustees approved an 
Agreement and Plan of Reorganization (the ``Plan''). The Plan provided 
that applicant would transfer all of its assets to Dean Witter 
Strategist Fund (`'Strategist'').
    3. Applicant and Strategist may be deemed to be affiliated persons 
of each other under the Act. In compliance with rule 17a-8, which 
governs mergers of certain affiliated investment companies, applicant's 
trustees determined that the reorganization was in the best interests 
of applicant and the interests of applicant's existing shareholders 
would not be diluted.\1\

    \1\ Although purchases and sales between affiliated persons 
generally are prohibited by section 17(a) of the Act, rule 17a-8 
provides an exemption for certain purchases and sales among 
investment companies that are affiliated persons of each other 
solely by reason of having a common investment adviser, common 
directors, and/or common officers.
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    4. Applicant filed its preliminary proxy materials on Form N-14 
with the SEC on August 28, 1995 and filed definitive copies of its 
proxy materials on October 25, 1995. Applicant's shareholders approved 
the Plan at a meeting held on December 19, 1995.
    5. On December 22, 1995, the reorganization was consummated. 
Applicant transferred all of its assets and liabilities to Strategist 
in exchange for shares of Strategist with an aggregate net asset value 
equal to the net asset value of applicant's assets transferred. 
Specifically, in exchange for $322,451,283 assets transferred, 
Strategist issued 1,665,682 shares of beneficial interest.
    6. All expenses incurred in the solicitation of proxies were borne 
by the applicant. Such expenses were approximately $129,053. Applicant 
and Convertible Trust bore all of their respective other expenses 
associated with the reorganization.
    7. At the time of filing the application, applicant had no assets, 
outstanding debts or liabilities. Applicant has no shareholders and is 
not a party to any litigation or administrative proceeding. Applicant 
is not presently engaged in, 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. 96-3984 Filed 2-21-96; 8:45 am]
BILLING CODE 8010-01-M