[Federal Register Volume 62, Number 70 (Friday, April 11, 1997)]
[Notices]
[Page 17897]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-9347]



[[Page 17897]]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 22599; 811-4648]


Lord Abbett Fundamental Value Fund, Inc.; Notice of Application

April 4, 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: Lord Abbett Fundamental Value 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 March 10, 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 April 29, 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, 767 Fifth Avenue, New York, New York 10153.

FOR FURTHER INFORMATION CONTACT: Diane L. Titus, Paralegal Specialist, 
at (202) 942-0584, or H.R. Hallock, Jr., Special Counsel, 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 an open-end, diversified management investment 
company, organized as a corporation under the laws of the State of 
Maryland. On March 22, 1986, applicant registered under the Act and 
filed a registration statement to register its shares under the 
Securities Act of 1933. Applicant's registration statement became 
effective on June 30, 1986, after which it commenced the initial public 
offering of its shares.
    2. On March 14, 1996, applicant's board of directors approved the 
terms of an Agreement and Plan of Reorganization (the ``Agreement'') 
involving applicant and the Lord Abbett Growth & Income Trust (the 
``Acquiring Fund''), a series of another open-end investment company, 
Lord Abbett Securities Trust. The Agreement provided for the transfer 
of all the assets of applicant in exchange for Class A shares of the 
Acquiring Fund and the assumption by the Acquiring Fund of all of 
applicant's liabilities (the ``Reorganization''). Applicant's board of 
directors, in accordance with rule 17a-8 under the Act, determined that 
the Reorganization was in applicant's best interest and would not 
result in any dilution to the interest of applicant's existing 
shareholders.
    3. A registration statement on Form N-14 was filed with the SEC on 
March 1, 1996 and declared effective on April 24, 1996. The proxy 
statement/prospectus contained in such registration was furnished to 
applicant's shareholders on or about April 24, 1996. The shareholders 
of applicant approved the Reorganization with the Acquiring Fund at a 
meeting held on June 19, 1996.
    4. On July 12, 1996, the Acquiring Fund carried out the 
Reorganization by acquiring applicant's assets in exchange for its 
Class A shares. The number of full and fractional shares of the 
Acquiring Fund that were issued to applicant's shareholders was 
determined on the basis of the relative net asset values per share and 
the aggregate net assets of the Acquiring Fund and applicant as of the 
close of business on the New York Stock Exchange on July 12, 1996. At 
that time, applicant had 3,215,613 shares of common stock outstanding 
at a net value per share of $13.42 and aggregate net assets of 
$43,649,765.
    5. The total expenses incurred by applicant and the Acquiring Fund 
in connection with the Reorganization were approximately $85,804. Of 
these expenses, $36,901 were incurred by applicant. These expenses 
include printing expenses, solicitation expenses, legal fees, mailing 
expenses, audit fees and expenses, and filing fees. To the extent 
applicant did not pay any such expenses prior to the effective date of 
the Reorganization, they have been assumed by the Acquiring Fund.
    6. Applicant has no assets, debts or liabilities. Applicant is 
neither engaged in nor proposes to engage in any business activities 
other than those necessary for the winding up of its affairs. Applicant 
is not a party to any litigation or administrative proceeding.
    7. Applicant intends to file a Certificate of Dissolution with the 
State of Maryland.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-9347 Filed 4-10-97; 8:45 am]
BILLING CODE 8010-01-M