[Federal Register Volume 62, Number 35 (Friday, February 21, 1997)]
[Notices]
[Pages 8058-8059]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-4240]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 22510; 811-4784]


Counsellors Tandem Securities Fund, Inc.; Notice of Application

February 13, 1997.
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: Counsellors Tandem Securities Fund, Inc. (formerly 
Counselors Dual Purpose Utility Fund, Inc.).

RELEVANT ACT SECTION: Section 8(f).

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

FILING DATE: The application was filed on January 28, 1997.

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 10, 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, 466 Lexington Avenue, New York, New York 10017-3147.

FOR FURTHER INFORMATION CONTACT: Diane L. Titus, Paralegal Specialist, 
at (202) 942-0584, or Mary Kay Frech, 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, diversified management investment 
company organized as a Maryland corporation.\1\ On July 31, 1986 
applicant registered as an investment company under the Act. On that 
same date, applicant filed a registration statement on Form N-2 under 
section 8(b) of the Act and the Securities Act of 1933. The 
registration statement became effective on October 23, 1986 and the 
initial public offering began thereafter.
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    \1\ The Articles of Incorporation of applicant authorize 
applicant to issue 36,000,000 shares of capital stock divided into 
6,000,000 Preferred Shares (par value $0.01 per share) (``Preferred 
Shares'') and 30,000,000 Common Shares (par value $.01 per share) 
(``Common Shares'') with varying rights attached thereto. The 
Articles of Incorporation of applicant also provide that all issued 
and outstanding Preferred Shares of applicant must be redeemed 10 
years after the date of the initial issuance of such shares, which 
date was October 30, 1986.
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    2. On July 22, 1996, without taking formal action, applicant's 
Board of Directors discussed various options effectuating the terms of 
applicant's Articles of Incorporation, which required that on or prior 
to December 31, 1996, applicant must either (1) liquidate, or (2) call 
a special meeting of shareholders to consider converting to open-end 
status. Applicant's adviser,

[[Page 8059]]

Warburg, Pincus Counsellors, Inc. advised that, in its view open-ending 
applicant, either by having it remain a stand-alone fund or by merger 
would not be economically viable and accordingly not in the best 
interest of shareholders.
    3. At a duly constituted Board meeting held on November 4, 1996, 
the Board resolved to liquidate all of applicant's assets and 
distribute on November 22, 1996 all of the proceeds of such 
liquidation, in the form of cash, less an amount provided for debts and 
liabilities of applicant, to shareholders of record as of November 21, 
1996. In approving such action, the Board considered a number of 
factors, including possible tax consequences to shareholders, the 
relatively small size of applicant's assets, the likelihood of 
redemption requests following conversion of applicant to an open-end 
fund, the resulting high expense ratio of the Fund, and the 
improbability that sales of applicant's shares could be increased to 
raise applicant's assets to a more economically viable level.
    4. On October 30, 1996, all issued and unredeemed Preferred Shares 
of applicant were redeemed in full in accordance with the Articles of 
Incorporation. As of November 21, 1996, there were 2,729,862.351 Common 
Shares of applicant outstanding, having an aggregate net asset value of 
$53,632,507 and a per share net asset value of $19.65. Applicant had no 
other classes of securities outstanding. On November 22, 1996 
applicant's assets were liquidated and distributed to its Common 
shareholders.
    5. In connection with its liquidation, applicant incurred expenses 
of approximately $23,000, consisting of auditing and legal expenses. 
These expenses were borne by applicant.
    6. As of the date of the filing of the application, applicant has 
no shareholders, liabilities, or assets. Applicant is not a party to 
any litigation or administrative proceeding.
    7. 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.
    8. Applicant intends to terminate its existence under the laws of 
the State of Maryland.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-4240 Filed 2-20-97; 8:45 am]
BILLING CODE 8010-01-M