[Federal Register Volume 61, Number 82 (Friday, April 26, 1996)]
[Notices]
[Pages 18633-18634]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-10355]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21908; 811-3702]


Prudential Strategist Fund, Inc.; Notice of Application for 
Deregistration

April 22, 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: Prudential Strategist Fund, Inc.

RELEVANT ACT SECTION: Section 8(f).

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

FILING DATES: The application was filed on January 26, 1996 and amended 
on April 15, 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 May 17, 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 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, One Seaport Plaza, New York, New York 10292, 
Attention: S. Jane Rose, Esq.

FOR FURTHER INFORMATION CONTACT: Mercer E. Bullard, Staff Attorney, 
(202) 942-0565, or Alison E. Baur, Branch Chief, (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 at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is an open-end, diversified management investment 
company incorporated under Maryland law. On March 31, 1983, applicant 
registered under the Act and filed a registration statement pursaunt to 
Section 8(b) of the Act and the Securities Act of 1933. The 
registration statement was declared effective on June 6, 1983. 
Applicant commenced an initial public offering of its shares on June 
13, 1983. Applicant initially registered under the name Prudential-
Bache Research Fund, Inc., changed its name to Prudential Growth Fund, 
Inc. on October 24, 1991, and again changed its name to Prudential 
Strategist Fund, Inc. on June 23, 1994. Applicant offers three classes 
of shares: Class A, Class B and Class C.
    2. On March 7, 1995, applicant's Board of Directors (the ``Board'') 
authorized the execution of an Agreement and Plan of Rorganization and 
Liquidation (the ``Agreement'')

[[Page 18634]]

between the applicant and the Prudential Multi-Sector Fund, Inc. (the 
``Multi-Sector Fund''). The Multi-Sector Fund was incorporated under 
Maryland law and SEC records indicate that it is registered as an open-
end, non-diversified management investment company.
    3. The Board approved the reorganization because declining assets 
had resulted in increased expense ratios and the reorganization was 
expected to achieve economies of scale by eliminating duplicative 
expenses.
    4. The Multi-Sector Fund and applicant have the same investment 
adviser, Prudential Mutual Fund Management, Inc., and applicant and the 
Multi-Sector Fund accordingly may be deemed to be affiliated persons. 
Applicant therefore relied on the exemption provided by rule 17a-8 
under the Act to effect the merger.\1\ In accordance with the rule, the 
directors of applicant determined that the sale of applicant's assets 
to the Multi-Sector Fund was in the best interest of applicant and that 
the interests of the shareholders of applicant would not be diluted by 
the exchange of Class A shares, Class B shares and Class C shares of 
applicant for Class A shares, Class B shares and Class C shares of the 
Multi-Sector Fund, respectively.
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    \1\ Rule 17a-8 provides relief from the affiliated transaction 
prohibition of section 17(a) of the Act for a merger of investment 
companies that may be affiliated person of each other solely by 
reason of having a common investment adviser, common directors, and/
or common officers.
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    5. Proxy materials were filed with the SEC on April 27, 1995 and 
distributed to applicant's shareholders on or about that date. On June 
9, 1995, applicant's shareholders approved the Agreement.
    6. On June 23, 1995, the effective date of the merger, applicant 
had total net assets of $180,586,169, comprising 8,583,943 Class A 
shares at a rounded net asset value of $16.31 per share, 2,524,094 
Class B shares at a rounded net asset value of $16.06 per share and 
4,337 Class C shares at a rounded net asset value of $16.05 per share.
    7. Pursuant to the Agreement, on June 23, 1995 the applicant 
transferred all of its assets to the Multi-Sector Fund, and the Multi-
Sector Fund assumed all of applicant's liabilities, in exchange for 
10,248,304.170 Class A shares, 3,001,830.667 Class B shares and 
5,157.037 Class C shares of the Multi-Sector Fund. Such Class A shares, 
Class B shares and Class C shares of the Multi-Sector Fund were 
distributed pro rata to the Class A, Class B and Class C shareholders 
of applicant. The number of shares of the Multi-Sector Fund distributed 
to shareholders of the Strategist Fund was determined by dividing the 
net asset value of each share of each class of the Strategist Fund by 
the net asset value of each share of each class of the Multi-Sector 
Fund.
    8. Total expenses of the merger were $110,550 for printing 
expenses, $48,000 for solicitation expenses, $99,500 for legal fees and 
expenses, and $74,100 for mailing expenses. The expenses will be paid 
by applicant and the Multi-Sector Fund in proportion to their 
respective asset levels. Because applicant has no assets and the Multi-
Sector Fund has assumed all applicant's liabilities, these expenses 
will be satisfied from the assets of the Multi-Sector Fund.
    9. As of the date of the application, applicant had no 
shareholders, assets, or liabilities. There are no shareholders to whom 
distributions in complete liquidation of their interests have not been 
made. Applicant is not a party to any litigation or administrative 
proceeding. Applicant is not now engaged, nor does it propose to 
engage, in any business activities other than those necessary for the 
winding up of its affairs.
    10. Applicant intends to file Articles of Dissolution with the 
Department of Assessments and Taxation of the State of Maryland as soon 
as practicable.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-10355 Filed 4-26-96; 8:45 am]
BILLING CODE 8010-01-M