[Federal Register Volume 61, Number 130 (Friday, July 5, 1996)]
[Notices]
[Pages 35280-35281]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-17152]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-22046; 811-1500]


Sherman, Dean Fund, Inc.; Notice of Application

June 28, 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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[[Page 35281]]

APPLICANT: Sherman, Dean Fund, Inc.

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

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

FILING DATE: The application was filed on June 10, 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 July 23, 1996, 
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, 3570 Hunters Sound, San Antonio, Texas 78230.

FOR FURTHER INFORMATION CONTACT:
Marianne H. Khawly, Staff Attorney, at (202) 942-0562, 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. On May 15, 1967, applicant, a Delaware corporation, registered 
as an open-end management investment company under the Act by filing 
with the SEC a Notification of Registration on Form N-8A. SEC records 
indicate that on August 10, 1967, applicant filed a registration 
statement on Form S-5 that became effective on February 14, 1968. 
Applicant commenced its initial immediately. On September 13, 1993, 
pursuant to a shareholder vote, applicant changed its classification to 
a closed-end investment company. On September 14, 1993, applicant filed 
a registration statement with the SEC on Form N-2 to reflect this 
change.
    2. On March 8, 1996, in order to accommodate requests from 
shareholders seeking to sell their shares, applicant filed a 
Notification of Repurchase Offer pursuant to rule 23c-3 under the Act 
to repurchase a total of 61,155 shares.\1\ On March 29, 1996, applicant 
repurchased 60,580.683 shares at net asset value from 235 shareholders. 
As a result, applicant states that presently there are 68 beneficial 
owners of its shares.
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    \1\ Rule 23c-3 under the Act generally provides that a closed-
end company may offer to repurchase securities, of which it is the 
issuer, subject to certain restrictions.
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    3. As of the filing of this application, applicant had assets of 
$1,760,000 invested in three publicly traded securities. Applicant's 
liabilities consisted of approximately $13,000 attributable to 
management fees, legal and accounting expenses, and office expenses.
    4. Applicant presently is not a party to any litigation or 
administrative proceeding.

Applicant's Legal Analysis

    1. Section 8(f) of the Act provides that whenever the SEC, upon 
application or its own motion, finds that a registered investment 
company has ceased to be an investment company, the SEC shall so 
declare by order and upon the taking effect of such order, the 
registration of such company shall cease to be in effect.
    2. Section 3(c)(1) of the Act provides that an issuer is not an 
investment company within the meaning of the Act if (a) its outstanding 
securities (other than short-term paper) are beneficially owned by not 
more than 100 persons, and (b) it is not making and does not propose to 
make a public offering of securities.
    3. Applicant believes that, pursuant to section 3(c)(1), it is no 
longer an investment company as defined in section 3 because only 68 
persons are beneficial holders of its securities. Applicant states that 
it is not making and does not presently propose to make a public 
offering of its securities. Accordingly, applicant requests that the 
SEC issue an order under section 8(f) declaring that it has ceased to 
be an investment company.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 96-17152 Filed 7-3-96; 8:45 am]
BILLING CODE 8010-01-M