[Federal Register Volume 59, Number 149 (Thursday, August 4, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-18963]
[[Page Unknown]]
[Federal Register: August 4, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 20432; File No. 811-5492]
TCW Investment Funds, Inc.; Application for Deregistration
July 28, 1994.
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: TCW Investment Funds, Inc.
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 July 25, 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 August 22, 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 notification by writing to the SEC's
Secretary.
ADDRESSES: Secretary, SEC, 450 5th Street, N.W., Washington, D.C.
20549. Applicant, 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017.
FOR FURTHER INFORMATION CONTACT:James J. Dwyer, Staff Attorney, at
(202) 942-0581, or C. David Messman, 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 an open-end diversified management investment
company organized as a Maryland corporation. On March 4, 1988,
applicant registered as an investment company under the Act, and filed
a registration statement on Form N-1A under the Securities Act of 1933
and section 8(b) of the Act. The registration statement became
effective on July 13, 1988, and applicant's initial public offering
commenced immediately thereafter.
2. On February 16,1994, applicant's board of directors approved an
agreement and plan of reorganization (the ``Plan'') between applicant
and TCW Funds, Inc. (``TCW Funds''), a registered, open-end management
company. The Plan provided for the transfer of all of the assets and
liabilities of applicant's sole series, the Money Market Portfolio, in
exchange for shares of TCW Galileo Money Market Fund (``Galileo''), a
series of TCW Funds.
3. Definitive proxy materials relating to the Plan were filed with
the SEC on March 23, 1994, and proxy materials were mailed to
applicant's on or about March 25, 1994.
4. On April 6, 1994, the SEC issued an order\1\ permitting
applicant to exchange its assets and liabilities for shares of Galileo,
provided that applicant's shareholders approved the exchange. In the
application requesting that order, it was stated that the reason for
the reorganization was to help reduce overall operating expenses
because of economies of scale achieved by spreading certain management
and administrative expenses over a larger asset base. Applicant's
shareholders voted to approve the Plan at a special meeting of
applicant's shareholders on April 20, 1994.
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\1\TCW Investment Funds, Investment Company Act Release Nos.
20130 (Mar. 11, 1994) (notice) and 20201 (Apr. 6, 1994) (order).
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5. As of May 23, 1994, applicant had 87,893,619 shares outstanding,
having an aggregate net asset value of $87,893,619, and a per share net
asset value of $1.00. On May 23, 1994, pursuant to the Plan, applicant
transferred all of its assets and liabilities to the TCW Funds, Inc. in
exchange for shares of Galileo. The aggregate net asset value of the
Galileo shares received was equal to the net asset value of applicant's
shares held. Applicant then distributed the Galileo shares it received
pro rata to its shareholders, in complete liquidation of applicant.
6. No brokerage commissions were paid in connection with the
reorganization. The expenses applicable to the Plan, consisting of
accounting, printing, administrative, and certain legal expenses, are
estimated to be approximately $10,000. These expenses have been or will
be paid by TCW Funds Management, Inc., applicant's investment adviser.
7. At the time of the application, applicant had no shareholders,
assets, or liabilities. Applicant is not a party to any litigation or
administrative proceeding. 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 Articles of Dissolution with the
Maryland Department of Assessments and Taxation.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-18963 Filed 8-3-94; 8:45 am]
BILLING CODE 8010-01-M
