[Federal Register Volume 61, Number 147 (Tuesday, July 30, 1996)]
[Notices]
[Pages 39684-39685]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-19250]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22087; 811-3882]


PaineWebber Atlas Fund; Notice of Application

July 23, 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: PaineWebber Atlas Fund.

Relevant Act Section: Order requested under 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 June 12, 1996.

Hearing or Notification of Hearing: An order granting the applicant 
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 August 19, 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, 1285 Avenue of the Americas, New York, N.Y. 10019.

FOR FURTHER INFORMATION CONTACT: Christine Y. Greenless, Senior 
Counsel, (202) 942-0581, 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 Representations

    1. Applicant is an open-end management investment company organized 
as a Massachusetts business trust.\1\ On June 10, 1983, applicant filed 
a registration statement on Form N-1A number section 8(b) of the Act 
and the Securities Act of 1933 to register an indefinite number of 
shares of beneficial interest. The registration statement became 
effective on October 13, 1983, and the initial public offering 
commenced thereafter. Applicant offers one series, PaineWebber Atlas 
Global Growth Fund (``Atlas Fund'').
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    \1\ Applicant was organized initially as a Maryland corporation 
and was later reorganized as a Massachusetts business trust.
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    2. On April 28, 1995, applicant's trustees adopted resolutions 
approving an Agreement and Plan of Reorganization and Termination 
(``Plan'') between applicant and PaineWebber Investment Trust on behalf 
of a series, PaineWebber Global Equity Fund (``Global Equity Fund''). 
The Plan provided that applicant would transfer its assets to Global 
Equity Fund in exchange for shares of Global Equity Fund. Applicant's 
trustees found that the Plan was in the best interests of Atlas Fund 
and that the interests of Atlas Fund's shareholders would not be 
diluted as a result of the reorganization contemplated by the Plan.
    3. A proxy statement was filed with the SEC and distributed to 
applicant's shareholders on or about June 21, 1995. Applicant's 
shareholders approved the Plan on July 21, 1995.
    4. On August 25, 1995 (the ``Closing Date''), applicant had total 
net assets of $292,492,539, comprising 9,177,350 Class A shares at a 
net asset value of $13.89 per share, 7,167,204 Class B shares at a net 
asset value of $13.50 per share, 1,998,736 Class C shares at a net 
asset value of $14.01 per share, and 2,959,973 Class D shares at a net 
asset value of $13.59 per share.
    5. Pursuant to the Plan, on the Closing Date, Global Equity Fund 
acquired all of the assets of applicant in exchange solely for shares 
of beneficial interest in Global Equity Fund and the assumption by 
Global Equity Fund of all of applicant's liabilities. The number of 
shares of Global Equity Fund issued to applicant was determined by 
dividing the net asset value of each share of applicant by the net 
asset value of a share of Global Equity Fund. On the same date, 
applicant liquidated and distributed pro rata to its shareholders the 
shares of Global Equity Fund received by applicant in the 
reorganization.
    6. Expenses incurred in connection with the Plan consisted 
primarily of legal expenses, printing and mailing expenses, 
registration fees, and miscellaneous accounting and administrative 
expenses. These expenses totalled approximately $400,000, and were 
borne by applicant and Global Equity Fund, as well as two other funds 
that simultaneously exchanged their assets for shares of Global Equity 
Fund (PaineWebber Europe Growth Fund and PaineWebber Global Growth and 
Income Fund), in proportion of each of their respective net assets.
    7. As of the date of the application, applicant had no 
shareholders, assets, or liabilities, and was 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 for the winding-up of its affairs.
    8. On November 4, 1995, applicant filed an Officer's Certificate of 
Termination with the Office of the

[[Page 39685]]

Secretary of the Commonwealth of Massachusetts to terminate its 
existence.

    For the Sec, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-19250 Filed 7-29-96; 8:45 am]
BILLING CODE 8010-01-M