[Federal Register Volume 60, Number 105 (Thursday, June 1, 1995)]
[Notices]
[Pages 28640-28641]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-13328]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21095; 811-8442]


Countdown to Retirement Funds; Notice of Application

May 24, 1995.
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: Countdown to Retirement Funds.

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 April 19, 1995 and amended on 
May 22, 1995.

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 June 19, 1995 
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 may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street, N.W., Washington, D.C. 
20549. Applicant, 1807 South Washington Avenue, Suite 106, Naperville, 
Illinois 60565.

FOR FURTHER INFORMATION CONTACT:
Deepak T. Pai, Staff Attorney, at (202) 942-0574, or Robert A. 
Robertson, 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 registered as an open-end management investment 
company under the Act and organized as an Ohio business trust. On March 
22, 1994, applicant registered under the Act as an investment company 
and filed a registration statement on Form N-1A to register its shares 
under the Securities Act of 1933. The registration statement became 
effective on June 22, 1994, and applicant commenced the initial public 
offering of its Retire 2010 series and Retire 2020 series promptly 
thereafter.
    2. On March 25, 1995, after determining that the continued 
operation of applicant would be uneconomical and not in the best 
interest of shareholders, applicant's board of trustees unanimously 
authorized the liquidation of applicant pending shareholder approval. 
On or about March 25, 1995, applicant notified each of the remaining 
shareholders by phone of the situation concerning the future of their 
fund. Notification was made by phone as all non-affiliated shareholders 
were personal friends of the adviser. These non-affiliated shareholders 
requested redemption of their shares on various dates and such 
redemptions occurred at the prevailing net asset value on the date the 
redemption request was received.
    3. On April 15, 1995, all non-affiliated shareholders had completed 
redemption of their shares. The board approved the deregistration on 
April 17, 1995, after the sole remaining shareholder, Gregory L. Bruno, 
President and Founder of the funds, voted to deregister and wind up the 
affairs of applicant. After the termination of the funds, the remaining 
portfolio securities were then transferred to Gregory L. Bruno.
    4. Distributions to all securityholders in complete liquidation of 
their interests have been made. Applicant incurred $175 in brokerage 
commissions with respect to the disposition of its Retire 2010 
portfolio securities, and $50 with respect to its Retire 2020 portfolio 
securities. Liquidation expenses are inconsequential and will be borne 
by Countdown Management Corporation, applicant's investment adviser.
    5. As of the date of the application, applicant had no debts or 
liabilities and is not a party to any litigation or administrative 
proceeding.
    6. Applicant is neither engaged in, nor does it propose to engage 
in, any business activities other than those necessary for the winding-
up of its affairs. Applicant intends to file all documents required to 
terminate its existence as an Ohio business trust.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-13328 Filed 5-31-95; 8:45 am]
BILLING CODE 8010-01-M