[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
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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
