[Federal Register Volume 59, Number 47 (Thursday, March 10, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-5573]
[[Page Unknown]]
[Federal Register: March 10, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Rel. No. 20112; 811-4902]
SLH Ohio Municipals Fund; Application
March 4, 1994.
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: SLH Ohio Municipals 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 DATE: The application on Form N-8F was filed on December 27,
1993, and amended on February 22, 1994.
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 29, 1994,
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, Two World Trade Center, New York, New York 10048.
FOR FURTHER INFORMATION CONTACT:
Courtney S. Thornton, Senior Attorney, at (202) 272-5287, or C. David
Messman, Branch Chief, at (202) 272-3018 (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 was organized as a business trust under the laws of
the Commonwealth of Massachusetts on October 21, 1986. Applicant is
registered under the Act as an open-end nondiversified management
investment company. On November 17, 1986, applicant filed a
notification of registration on Form N-8A under section 8(a) of the
Act, and a registration statement on Form N-1A under section 8(b) of
the Act and the Securities Act of 1933. The registration statement
became effective on February 9, 1987, and the initial public offering
of applicant's shares commenced immediately thereafter.
2. On January 17, 1990, applicant's Board of Trustees (the
``Board'') unanimously approved an agreement and plan of reorganization
providing for the transfer of applicant's assets to SLH Managed
Municipals Fund Inc. (the ``Fund''),1 a diversified management
investment company organized as a Maryland corporation, in exchange for
shares of the Fund and the assumption by the Fund of the stated
liabilities of applicant. At the same time, the Board authorized all
actions necessary to effect the reorganization of applicant. The Board
approved the proposed reorganization because it believed that it would
enhance the ability of the portfolio managers of the combined funds to
effect portfolio transactions on more favorable terms, and give the
portfolio managers greater investment flexibility, with the attendant
ability to spread investment risks over a larger number of portfolio
securities. The Board also anticipated that the proposed reorganization
would permit the combined funds to obtain economies of scale by reading
both fixed and variable costs of fund operations over a larger asset
base.
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\1\As of August 1, 1993, SLH Managed Municipals Fund Inc.
changed its name of Smith Barney Shearson Managed Municipals Fund
Inc.
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3. Applicant and the Fund are affiliated persons of each other
because they have a common investment adviser and common directors/
trustees. Accordingly, the Board and the directors of the Fund made
determinations pursuant to rule 17a-8 under the Act that participation
in the proposed transaction was in the best interests of applicant and
the Fund, and that the interests of applicant's existing shareholders
and those of the Fund would not be diluted as a result of the
transaction.2
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\2\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.
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4. On or about February 28, 1990, definitive proxy materials were
mailed to shareholders, and were filed with the SEC. At a special
meeting held on March 27, 1990, applicant's shareholders approved the
Plan.
5. As of April 2, 1990, applicant had 320,612 shares outstanding
with an aggregate net asset value of $3,387,436 and a net asset value
per share of $10.57. Immediately prior to the transfer of assets,
applicant paid a capital grain distribution of $.3687 per share to its
shareholders. On April 2, 1990, applicant transferred all of its assets
to the Fund in exchange for the assumption by the Fund of applicant's
stated liabilities and shares of the Fund with an aggregate net asset
value equal to the net asset value of the transferred assets. Applicant
then distributed all such shares of the Fund pro rata to its
shareholders, with each shareholder receiving shares of the Fund with
an aggregate net asset value equal to the aggregate net asset value of
their investment in applicant.
6. The expenses applicable to the reorganization, consisting of
accounting, printing, administrative, and certain legal expenses,
amounted to $8,000. These expenses were borne by applicant's investment
adviser. No brokerage fees were incurred in connection with the
transaction.
7. At the time of the application, applicant had no shareholders,
assets, or liabilities, nor was it a party to any litigation or
administrative proceedings. Applicant is not engaged in, nor does it
propose to engage in, any business activities other than those
necessary for the winding-up of its affairs.
8. Applicant intends to file a letter of withdrawal with the Office
of the Commonwealth of Massachusetts to effect the termination of
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. 94-5573 Filed 3-9-94; 8:45 am]
BILLING CODE 8010-01-M
