[Federal Register Volume 61, Number 203 (Friday, October 18, 1996)]
[Notices]
[Pages 54466-54467]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-26789]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 22279; 811-4439]


Alliance Convertible 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 Convertible 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 August 5, 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).


[[Page 54467]]


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 28, 1985. Applicant's registration statement 
was declared effective on January 29, 1986, and applicant commenced a 
public offering of its shares shortly thereafter.
    2. On January 17, 1991, applicant's board of trustees considered 
and approved a sale of substantially all of the assets and liabilities 
of applicant to the Alliance Growth and Income 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 restrictions 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 February 19, 1991, a proxy statement was filed with the SEC 
and applicant mailed proxy materials to its shareholders approximately 
a month later. On April 26, 1991, applicant's shareholders approved the 
reorganization.
    4. On May 10, 1991, 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 shares of the Acquiring Fund 
received by applicant were distributed to the holders 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. 96-26789 Filed 10-17-96; 8:45 am]
BILLING CODE 8010-01-P