[Federal Register Volume 61, Number 108 (Tuesday, June 4, 1996)]
[Notices]
[Pages 28253-28254]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-13849]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21990; 811-5703]


Capital Market Fund, Inc.; Notice of Application for 
Deregistration

May 29, 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: Capital Market 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 February 23, 1996 and 
amended on May 17, 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 June 24, 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 NW., Washington, DC 20549. 
Applicant: Capital Market Fund, Inc., 523 West Sixth St., Suite 220, 
Los Angeles, CA 90014.

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, 
Officer 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 and organized in two series: 
the U.S. Treasury Money Market Series (``Money Market Series'') and the 
Index Series. On November 29, 1988, 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 was declared 
effective on May 29, 1992, and applicant commenced an initial public 
offering of its shares on November 5, 1992.
    2. Applicant served as the investment vehicle for The SuperTrust 
for Capital Market Fund, Inc. Shares (``SuperTrust''), a unit 
investment trust organized in two series: the U.S. Treasury Money 
Market Trust for U.S. Treasury Money Market Shares (``Money Market 
Trust'') and the Index Trust for Index Shares (``Index Trust'' or, 
collectively with the Money Market Trust, ``Subtrusts'').
    3. Securityholders of the Subtrusts had the right to direct the 
voting of shares of their respective Series. On September 20, 1995, the 
Subtrusts' securityholders voted to amend applicant's Articles of 
Incorporation to add a provision that would permit the Board of 
Directors (the ``Board'') to redeem shares of each Series of applicant 
in connection with its liquidation. On the same date, the Board 
authorized the redemption of all shares of applicant.
    4. In deciding whether to authorize the liquidation, the Board 
considered, among other things, that it was likely that securityholders 
would redeem a substantial part of the Fund's assets upon termination 
of the SuperTrust, which would make it difficult for each Series of the 
Fund to achieve its investment objective and result in an increase in 
the Fund's expense ratio. The Board also considered that the investment 
adviser to the Money Market Series had notified the Fund that it would 
not continue to provide advisory services after November 30, 1995, and 
the possibility that it would not be feasible to attract a replacement. 
Consequently, the Board determined that it would be in the best 
interests of the Fund and its shareholders to authorize the liquidation 
of the Fund.
    5. On November 3, 1995, an investor holding 98 percent of the Index 
Trust redeemed all of its shares of the Trust in exchange for shares of 
the Index Series, and concurrently redeemed all of these shares, the 
proceeds of which were distributed primarily ``in kind.'' All stocks of 
the Index Series were distributed to this investor. The only remaining 
assets of the Index Series were cash and cash equivalents, the accrued 
income from which through November 5, 1995, were included in the net 
asset value calculated on November 3, 1995. Similarly, accrued income 
through November 5, 1995, was included in the net asset value of the 
Money Market Series calculated on November 3, 1995. The net asset value

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for each Series after November 3, 1995 thus did not change prior to the 
termination of applicant.
    6. On November 5, 1995, the Subtrusts terminated and their shares 
were redeemed in exchange for shares of their respective Series. 
Concurrently, all shares of each Series were redeemed at their net 
asset value determined on November 3, 1995. At the time of the 
redemption, all shares of each Series were held by the respective 
Subtrust. All redemption proceeds were in cash and were deposited on 
November 6, 1995, with the SuperTrust's trustee for subsequent 
distribution to securityholders.
    7. Applicant has no assets, or debts or other liabilities. In 
connection with obtaining shareholder approval to liquidate the Fund, 
applicant incurred $20,998 in expenses for accounting and legal 
services and printing and distribution costs, which were allocated 
between the Money Market Series and the Index Series in proportion to 
their relative aggregate net assets.
    8. There are no shareholders of applicant 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 has no securityholders and 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.
    9. Applicant intends to file a certificate of dissolution or 
similar document pursuant to the laws of the State of Maryland.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 96-13849 Filed 6-3-96; 8:45 am]
BILLING CODE 8010-01-M