[Federal Register Volume 61, Number 148 (Wednesday, July 31, 1996)]
[Notices]
[Pages 40043-40044]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-19468]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22098; 811-4457]


Prudential U.S. Government Fund; Notice of Application

July 25, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for deregistration under the Investment 
Company Act of 1940 (the ``Act'').

-----------------------------------------------------------------------

APPLICANT: Prudential U.S. Government 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 applicant was filed on March 20, 1996, and amended on 
July 8, 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 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, One Seaport Plaza, New York, N.Y. 10292.

FOR FURTHER INFORMATION CONTACT:
Christine Y. Greenlees, 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 
organization as a business trust under the laws of the Commonwealth of 
Massachusetts.\1\ On November 4, 1985, applicant registered under the 
Act and filed a registration statement on Form N-1A under section 8(b) 
of the Act and the Securities Act of 1933. The registration statement 
was declared effective and applicant commenced its initial public 
offering on November 7, 1986. Applicant has three classes of shares: 
Class A, Class B and Class C.
---------------------------------------------------------------------------

    \1\ Applicant was organized initially as a Maryland corporation. 
Pursuant to Articles of Transfer, which were effective in Maryland 
on October 2, 1986, applicant's assets and liabilities were 
transferred to an unincorporated business trust organized under the 
laws of the Commonwealth of Massachusetts.
---------------------------------------------------------------------------

    2. On September 28, 1995, applicant's trustees approved a 
resolution to adopt an Agreement and Plan of

[[Page 40044]]

Reorganization and Liquidation (``Agreement'') between applicant and 
Prudential Government Income Fund, Inc. (``Government Income Fund''), a 
registered open-end management investment company organized as a 
corporation under the laws of Maryland. On January 12, 1996, 
applicant's shareholders approved the Agreement.
    3. Applicant and Government Income Fund could be deemed to be 
affiliated persons under the Act solely by reason of having a common 
investment adviser, common trustees/directors, and/or common officers. 
Applicant therefore relied on the exemption provided by rule 17a-8 
under the Act to effect the merger.\2\ In accordance with the rule, the 
trustees of applicant found that the sale of applicant's assets to the 
Government Income Fund was in the best interests of applicant and that 
the interest of applicant's shareholders would not be diluted as a 
result of the reorganization contemplated by the Agreement. The board 
of directors of Government Income Fund also found that the sale of 
applicant's assets to the Government Income Fund was in the best 
interests of Government Income Fund, and the interests of Government 
Income Fund's shareholders would not be diluted as a result of the 
reorganization contemplated by the Agreement.
---------------------------------------------------------------------------

    \2\ 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 persons of each other solely by 
reason of having a common investment adviser, common directors, and/
or common officers.
---------------------------------------------------------------------------

    4. On January 19, 1996, applicant had total net assets of 
$125,590,639, comprising 4,731,652 Class A shares at a net asset value 
of $10.49 per share, 7,215,308 Class B shares at a net asset value of 
$10.49 per share, and 21,833 Class C shares at a net asset value of 
$10.49 per share.
    5. Pursuant to the Agreement, on January 19, 1996, applicant 
transferred all of its assets to Government Income Fund, and Government 
Income Fund assumed all of applicant's liabilities. The transfer was 
based on the relative net asset value per Class A, Class B and Class C 
shares of applicant and Class A, Class B and Class C shares, 
respectively, of the Government Income Fund on such date. Such shares 
of Government Income Fund were then distributed pro rata to the 
shareholders of Class A, Class B and Class C shares of applicant, 
respectively.
    6. Expenses incurred in connection with the merger included 
approximately $83,000 in printing expenses, $20,000 in solicitation 
expenses, $30,000 in legal fees and expenses, and $9,000 in mailing 
expenses. Applicant and Government Income Fund agreed to pay the 
expenses in proportion to their respective asset levels. Since all of 
applicant's assets have been transferred to Government Income Fund and 
Government Income Fund has assumed all of applicant's liabilities, 
these expenses will be satisfied from the assets of Government Income 
Fund.
    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. Applicant intends to file a Certificate of Termination with the 
Office of the Secretary of the Commonwealth of Massachusetts to effect 
the termination of the applicant as a Massachusetts business trust as 
soon as practicable.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-19468 Filed 7-30-96; 8:45 am]
BILLING CODE 8010-01-M