[Federal Register Volume 61, Number 49 (Tuesday, March 12, 1996)]
[Notices]
[Pages 10041-10042]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-5842]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21810; 811-6193]


Nomura Dividend Income Fund; Notice of Application

March 6, 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: Nomura Dividend Income Fund.

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 31, 1996, and an 
amendment thereto on March 6, 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 April 1, 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, One Post Office Square, Boston, Massachusetts 02109.

FOR FURTHER INFORMATION CONTACT:
Diane L. Titus, Paralegal Specialist, at (202) 942-0584, 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 Representation

    1. Applicant is a closed-end management investment company 
organized as a corporation under the laws of Maryland. On October 17, 
1990, applicant filed a notification of registration on Form N-8A 
pursuant to section 8(a) of the Act. Applicant never filed a 
registration statement under the Securities Act of 1933 nor did it make 
a public offering of its securities.
    2. Applicant was established in 1990, with the objective to provide 
holders of its common stock with high current income, consistent with 
preservation of capital. The private placement memorandum, pursuant to 
which the shares of common stock of applicant were sold, contained a 
statement that applicant's board of directors would consider during the 
fifth year after commencement of operations whether to make a tender 
offer for applicant's shares.
    3. At a board meeting held on July 28, 1995, the board determined 
that making a tender offer would not be advisable. Given the relatively 
small size of applicant (approximately $40.6 million as of June 30, 
1995), if a significant amount of assets were withdrawn by a few large 
shareholders through a tender offer, expense ratios would increase and 
applicant might become too small to efficiently manage for remaining 
stockholders.
    4. In August and September of 1995, officers of applicant and 
Putnam Investment Management, Inc., applicant's investment adviser, had 
several discussions with employees of Nomura Securities International, 
Inc. (``Nomura''), the original placement agent for applicant's common 
stock, concerning the desire of several large stockholders in applicant 
to liquidate their holdings. As there is no liquid market for the 
shares and as the board believes a tender offer raises significant 
issues as to fairness to non-tendering holders, the discussions focused 
on the possibility of liquidating applicant. Subsequently, Nomura 
delivered a letter to the directors stating that the holders of 37 of 
45.01 outstanding shares had indicated to Nomura that they would be in 
favor of a liquidation of applicant.
    5. Accordingly, at the October 27, 1995 meeting of the board, the 
directors determined, in light of these developments, that it would be 
advisable and in the best interests of applicant's stockholders to 
liquidate and dissolve applicant under the laws of the State of 
Maryland. To implement the liquidation, the board approved a plan of 
complete liquidation of applicant (the ``Plan''). The Plan provided for 
the sale of all of the assets of applicant and the distribution in cash 
of the net proceeds from such sale to the stockholders in accordance 
with their respective rights. The Plan also provided for a portion of 
the proceeds from the sale of applicant's assets to be retained to 
satisfy any liabilities applicant may incur.
    6. A special meeting of applicant's stockholders was held on 
December 5, 1995 at which 99.796% of the shares present either in 
person or by proxy voted to approve the Plan. Pursuant to the Plan, on 
December 27, 1995, $41,647,032.92, representing 99.7% of the assets of 
applicant, was distributed to the stockholders of applicant (the 
``First Distribution''). As of the time of the filing of the amended 
application, applicant has retained assets of $170,000, $50,000 of 
which represented the amount being reserved to pay for the remaining 
expenses involved in the dissolution and liquidation of applicant and 
$120,000 of which represented dividends on portfolio holdings received 
after the First Dissolution. Applicant anticipates that a second 
distribution of its assets (the ``Second Distribution'') consisting of 
the assets, if any, remaining after the payment of the expenses would 
be done as soon as practicable, but in no instance any later than 60 
days after the granting of the order requested by this amended 
application. The Second Distribution would be made on a pro rata basis, 
with each stockholder receiving its proportionate share of the 
remaining assets.
    7. Applicant intends to file Articles of Dissolution and Public 
Notice of Dissolution in accordance with Maryland law as soon as 
practicable following its deregistration. Additionally, applicant 
intends to file for the withdrawal of its status as a foreign 
corporation in Massachusetts.
    8. As of the filing of the application, applicant had no security 
holders. Applicant is not a party to any litigation or administrative 
proceeding. Applicant is not presently engaged, nor does it propose to 
engage in, any business activities other than those necessary to wind 
up its affairs.


[[Page 10042]]

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-5842 Filed 3-11-96; 8:45 am]
BILLING CODE 8010-01-M