[Federal Register Volume 62, Number 46 (Monday, March 10, 1997)]
[Notices]
[Pages 10886-10887]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-5836]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Rel. No. 22539; 811-5779]


New World Investment Fund; Notice of Application

March 4, 1997.
AGENCY: Securities and Exchange Commission (``SEC'').

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

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APPLICANT: New World Investment Fund.

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 October 29, 1996, and 
amended on February 7, 1997.

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 March 31, 1997, 
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 who wish to be 
notified of a hearing may request such notification by writing to the 
SEC's Secretary.

ADDRESSES: Secretary, SEC 450 Fifth Street, NW., Washington, DC 20549. 
Applicant, 11100 Santa Monica Boulevard, Los Angeles, California, 
90025.

FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel, 
at (202) 942-0583, or Mary Kay Frech, 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, a Massachusetts business trust, is a closed-end 
management investment company. Applicant filed a notification of 
registration on Form N-8A under section 8(a) of the Act on March 1, 
1989, and filed a registration statement on Form N-2 under section 8(b) 
of the Act on March 28, 1989.
    2. Applicant filed a registration statement on Form N-2 under the 
Securities Act of 1933 with respect to 3,458,684 shares of beneficial 
interest on September 25, 1992. On March 8, 1993, applicant filed a 
pre-effective amendment with respect to an additional 447,543 shares of 
beneficial

[[Page 10887]]

interest. The registration statement was declared effective on June 4, 
1993, and applicant commenced the initial public offering of its 
securities immediately thereafter. On March 15, 1995, applicant filed a 
registration statement on Form N-2 with respect to an additional 
595,821 shares of beneficial interest, and filed a pre-effective 
amendment with respect to 3,167,380 shares of beneficial interest on 
September 26, 1995. This registration statement was declared effective 
on November 28, 1995.
    3. On February 16, 1996, applicant's board of trustees 
(``Trustees'') approved by unanimous written consent an agreement and 
plan of reorganization (``Plan''), providing for the transfer of all of 
applicant's assets in exchange for shares of common stock of Emerging 
Markets Growth Fund, Inc. (``Acquiring Fund''), a closed-end investment 
company. In approving the Plan, the Trustees considered: (a) The 
potential benefits of the Plan to applicant's shareholders, (b) the 
compatibility of investment objectives, policies, restrictions and 
investment holdings of applicant and the Acquiring Fund, (c) the terms 
and conditions of the Plan that might affect the price of applicant's 
outstanding shares, and (d) the direct or indirect costs to be incurred 
by applicant or its shareholders. The Trustees concluded that 
participation in the Plan was in the best interests of applicant and 
its shareholders.
    4. Applicant and the Acquiring Fund may be deemed affiliated 
persons of each other within the meaning of the Act because they have 
two common shareholders, each of whom owned more than 5% of the 
outstanding shares of applicant and the Acquiring Fund. Because 
applicant and Acquiring Fund were unable to rely on the exemption 
provided in rule 17a-8,\1\ applicant, the Acquiring Fund, and two 
affiliated shareholders of both funds received an order under section 
17(b) of the Act granting an exemption from section 17(a), which 
permitted the Acquiring Fund to acquire all of applicant's assets.\2\
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    \1\ 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.
    \2\ Investment Company Act Release Nos. 21952 (May 10, 1996) 
(notice) and 22006 (June 5, 1996) (order).
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    5. On May 31, 1996, an information statement/prospectus was mailed 
to all shareholders of record as of April 30, 1996. This information 
statement contained a consent solicitation requesting the vote of each 
shareholder on the approval of the Plan, the distribution of such 
shares to applicant's shareholders in liquidation of applicant, and 
applicant's subsequent dissolution. A registration statement on Form N-
14 containing the information statement/prospectus was filed with the 
Commission on April 24, 1996. Approval of the Plan required the written 
consent of a majority of the shares outstanding and entitled to vote; 
holders of 12,205,648 shares (100% of the outstanding shares) provided 
their written consent to the Plan.
    6. As of June 21, 1996, applicant had 12,663,070 shares outstanding 
with a net asset value of $22.03 and an aggregate net asset value of 
$278,920,093.23. To effect the liquidation of applicant, an open 
account was established on the share records of the Acquiring Fund in 
the name of each of applicant's shareholders representing the number of 
shares of common stock of the Acquiring Fund with a net asset value 
equal to the net asset value of applicant's shares owned of record by 
the shareholder as of June 21, 1996. The number of Acquiring Fund 
shares issued (including fractional shares) in exchange for applicant's 
assets was determined by dividing the value of applicant's net assets 
by the per share not asset value of the Acquiring Fund on that date.
    7. Expenses incurred in connection with the Plan, including fees 
for legal and accounting services, amounted to $160,226.77. Under the 
Plan, applicant and the Acquiring Fund were each responsible for one 
half of the costs incurred.
    8. At the time of the application, applicant had no shareholders, 
assets, or liabilities, nor was applicant a party to any litigation or 
administrative proceeding. Applicant is not engaged, nor does it 
propose to engage, in any business activities other than those 
necessary for the winding-up of its affairs.
    9. Upon issuance of the order requested, applicant will file a 
termination of trust with the Massachusetts Secretary of State, 
deregistering applicant as a Massachusetts business trust.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-5836 Filed 3-7-97; 8:45 am]
BILLING CODE 8010-01-M