[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]
-----------------------------------------------------------------------
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'').
-----------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\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.
---------------------------------------------------------------------------
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