[Federal Register Volume 62, Number 4 (Tuesday, January 7, 1997)]
[Notices]
[Pages 1006-1007]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-243]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22421; 811-7069]


Senior High Income Portfolio II, Inc.; Notice of Application

December 30, 1996.
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: Senior High Income Portfolio II, Inc.

RELEVANT ACT SECTION: Order requested under section 8(f) of the Act.

SUMMARY OF APPLICATION: Applicant requests an order declaring that it 
has ceased to be an investment company.

FILING DATE: The application was filed on October 8, 1996 and amended 
on December 13, 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 
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 January 24, 
1997, and should be accompanied by proof of service on the 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 Fifth Street, N.W., Washington, D.C. 
20549. Applicant, 800 Scudders Mill Road, Plainsboro, New Jersey 08536.

FOR FURTHER INFORMATION CONTACT: Kathleen L. Knisely, Staff Attorney, 
at (202) 942-0517, 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 a closed-end, non-diversified management investment 
company organized as a Maryland corporation. On July 19, 1993, 
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-2 under 
the Act and the Securities Act of 1933. The registration statement 
became effective on September 17, 1993, and applicant commenced the 
initial public offering the same day.
    2. On December 6, 1995, applicant's board of directors approved an 
Agreement and Plan of Merger (the ``Plan'') whereby applicant would 
transfer its assets to Senior High Income Portfolio, Inc. (``SHIP I''), 
a registered closed-end management investment company, in exchange for 
shares of SHIP I. Pursuant to rule 17a-8 under the Act,\1\ applicant's 
board of directors determined that the proposed reorganization was in 
the best interest of applicant and that the interests of the existing 
shareholders would not be

[[Page 1007]]

diluted as a result of the proposed reorganization.
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    \1\ Rule 17a-8 provides an exemption from section 17(a) of the 
Act 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. In approving the Plan, the directors identified certain benefits 
which were likely to result from the reorganization. It was anticipated 
that the applicant's shareholders would remain invested in a closed-end 
fund with investment objectives and policies virtually identical to 
those of applicant, and applicant's shareholders would also benefit 
from a reduced overall operating expense ratio based on the combined 
assets of the surviving fund and from greater efficiency and 
flexibility in portfolio management.
    4. On December 29, 1995, applicant filed a proxy statement with the 
SEC that was declared effective on February 5, 1996 and distributed to 
shareholders on or about February 5, 1996. In addition to solicitation 
by mail, certain agents of applicant solicited shareholder proxies by 
telephone. Applicant's shareholders approved the Plan at a special 
meeting held on March 14, 1996.
    5. Pursuant to the Plan, on April 15, 1996, applicant transferred 
all of its assets and liabilities to SHIP I. Upon transfer, each share 
of applicant's common stock converted into the right to receive an 
equivalent dollar amount (to the nearest one ten-thousandth of one 
cent) of full shares of SHIP I common stock plus cash in lieu of any 
fractional shares, computed based on the net asset value per share of 
each of applicant and SHIP I.
    6. Expenses incurred in connection with the reorganization included 
proxy solicitation expenses, filing fees, legal and audit fees and 
printing and stock exchange fees. All expenses applicant incurred in 
connection with the reorganization were paid by SHIP I after the 
reorganization.
    7. As of the date of the application, applicant had no shareholders 
and no securities outstanding, and has no debts or other liabilities 
outstanding. Applicant is not a party to any litigation or 
administrative proceeding. Applicant is neither engaged, nor proposes 
to engage, in any business activities other than those necessary for 
the winding up on its affairs.
    9. Applicant filed articles of merger with the State of Maryland on 
April 12, 1996, which became effective on April 15, 1996.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-243 Filed 1-6-97; 8:45 am]
BILLING CODE 8010-01-M