[Federal Register Volume 60, Number 236 (Friday, December 8, 1995)]
[Notices]
[Pages 63113-63114]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-29919]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21563; 811-6432]
Smith Breeden Institutional Short Duration U.S. Government Fund;
Notice of Application
December 1, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of application for deregistration under the Investment
Company Act of 1940 (the ``Act'').
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APPLICANT: Smith Breeden Institutional Short Duration U.S. Government
Fund.
RELEVANT ACT SECTION: Order requested under section 8(f).
FILING DATES: The application was filed on August 22, 1995 and amended
on November 2, 1995.
SUMMARY OF APPLICATION: Applicant requests an order declaring that it
has ceased to be an investment company.
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 December 26,
1995, 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 may request
notification of a hearing by writing to the SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 5th Street NW., Washington, D.C. 20549.
Applicant, 100 Europa Drive, Suite 200, Chapel Hill, North Carolina,
27514.
FOR FURTHER INFORMATION CONTACT:
David W. Grim, Law Clerk, at (202) 942-0571, 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 at the
SEC's Public Reference Branch.
Applicant's Representations
1. Applicant is a registered open-end management investment company
organized as a business trust under the laws of the Commonwealth of
Massachusetts. On October 8, 1991, applicant filed a Notification of
Registration on Form N-8A pursuant to section 8(a) of the Act and a
registration statement on Form N-1A under section 8(b) of the Act and
under the Securities Act of 1933. The registration statement became
effective on February 24, 1992, and the initial public offering
commenced on February 25, 1992.
2. On March 1, 1995, applicant's Board of Trustees (the ``Board'')
unanimously determined through a consent action that the continuation
of applicant was no longer in the best interest of applicant or its
shareholders. The Board determined that applicant's shareholders would
be better served by a liquidation of applicant's assets. Applicant is
the master fund in a master-feeder arrangement. The master-feeder
arrangement was chosen initially to allow flexibility in distribution.
The structure allowed applicant to be sold to institutional investors
while the Smith Breeden Short Duration U.S. Government Series (the
``Short Series''), the feeder fund, was sold to retail investors. This
two-tier structure created redundancies in expenses. As a result, the
Board concluded that the master-feeder structure was no longer the most
economically viable alternative over the long term. The Board consented
to a plan of liquidation whereby the assets of applicant would be
distributed in cash or in-kind to applicant's shareholders in complete
liquidation of applicant. Shareholder approval of the liquidation was
not required under the terms of applicant's declaration of trust, and
thus no shareholder authorization was obtained in connection with the
liquidation. Applicant did notify shareholders of the plan of
liquidation in the form of a letter signed by a majority of the Board
and sent to the shareholders March 15, 1995.
3. On March 31, 1995, immediately prior to the liquidation,
applicant had a total of 22,190,030 shares of beneficial interest
outstanding. At such time, applicant's net asset value was
$221,304,914.56 in the aggregate and $9.97 per share.
4. On March 31, 1995, applicant liquidated all of its assets.
Applicant transferred cash in the amount of $2,905,338.41 to its
minority shareholders, who held 291,315.48 shares immediately prior to
the
[[Page 63114]]
liquidation. Each minority shareholder received $9.97 per share, which
was equivalent to the per share net asset value of such shares on such
date. Also on March 31, 1995, applicant transferred all of its other
assets to its majority shareholder, the Short Series, which held
21,898,714.52 shares immediately prior to the liquidation. The fair
market value of the assets received by the Short Series was
$218,399,576.24. The Short Series received $9.97 per share, which was
equivalent to the per share net asset value of such shares on such
date.
5. The Short Series assumed all liabilities of applicant, an amount
equal to $121,844,321. All expenses incurred in connection with the
liquidation, which amounted to approximately $5,000 in legal fees, were
paid by the Short Series. Smith Breeden Associates, Inc., applicant's
investment adviser, paid applicant the balance of unamortized
organizational expenses as of March 31, 1995, an amount equal to
$17,869.24.
6. As of the date of the application, applicant had no assets,
liabilities, or shareholders. Applicant is not a party to any
litigation or administrative proceeding.
7. Applicant is neither engaged nor proposes to engage in any
business activities other than those necessary for the winding-up of
its affairs. Applicant will file appropriate certificates of
liquidation with the Commonwealth of Massachusetts.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-29919 Filed 12-7-95; 8:45 am]
BILLING CODE 8010-01-M
