[Federal Register Volume 61, Number 203 (Friday, October 18, 1996)]
[Notices]
[Pages 54467-54468]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-26787]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22280; 811-4139]


Alliance Counterpoint Fund; Notice of Application

October 11, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').

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

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APPLICANT: Alliance Counterpoint Fund.

RELEVANT ACT SECTIONS: 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 July 26, 1996 and amended on 
October 10, 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 
applicants with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on November 5, 
1996, and should be accompanied by proof of service on applicants, 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, 1345 Avenue of the Americas, New York, New York 
10105.

FOR FURTHER INFORMATION CONTACT: Elaine M. Boggs, Staff Attorney, at 
(202) 942-0572, or Alison E. Baur, 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 that is 
organized as a business trust under the laws of Massachusetts. 
Applicant registered under the Act and filed a registration statement 
on Form N-1A on October 31, 1984. Applicant's registration statement 
was declared effective on February 8, 1985, and applicant commenced a 
public offering of its shares shortly thereafter.
    2. On November 28, 1995, applicant's board of trustees considered 
and approved a sale of substantially all of the assets and liabilities 
of applicant to the Alliance Premier Growth Fund, Inc. (the ``Acquiring 
Fund''), a registered open-end investment company. The board of 
trustees made the findings required by rule 17a-8 under the Act, i.e., 
that the reorganization was in the best interest of applicant and that 
there would be no dilution, by virtue of the proposed exchange, in the 
value of shares held at that time by applicant's shareholders.\1\ In 
determining that applicant should enter into the reorganization, the 
trustees considered, among other things, the investment objectives, 
policies, and strategies of applicant and the Acquiring Fund.
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    \1\ Rule 17a-8 provides an exemption from section 17(a) for 
certain reorganizations among registered investment companies that 
may be affiliated persons, or affiliated persons of an affiliated 
person, solely by reason of having a common investment adviser, 
common directors, and/or common officers.
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    3. On December 22, 1995, a proxy statement was filed with the SEC 
and applicant mailed proxy materials to its shareholders approximately 
a month later. On February 29, 1996, applicant's shareholders approved 
the reorganization.
    4. On March 22, 1996, applicant transferred its assets and 
liabilities to the Acquiring Fund in exchange for shares of the 
Acquiring Fund on the basis of the relative net asset values per share 
of applicant and the Acquiring Fund. The class A, B, and C shares of 
the Acquiring Fund received by applicant were distributed to the

[[Page 54468]]

holders of the corresponding class of applicant's shares based on the 
relative net asset values per share of the two funds.
    5. The expenses incurred in connection with the reorganization were 
paid by Alliance Capital Management L.P., applicant's investment 
adviser. No brokerage fees were paid in connection with the 
reorganization.
    6. Subsequent to the filing of the Form N-8F, applicant will 
terminate its legal existence in accordance with the laws of 
Massachusetts.
    7. There are no securityholders to whom distributions in complete 
liquidation of their interests have not been made. Applicant has 
retained no assets. Applicant has no debts or other liabilities that 
remain outstanding. Applicant is not a party to any litigation or 
administrative proceeding.
    8. 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.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-26787 Filed 10-17-96; 8:45 am]
BILLING CODE 8010-01-M