[Federal Register Volume 62, Number 10 (Wednesday, January 15, 1997)]
[Notices]
[Pages 2198-2199]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-900]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Rel. No 22455; 811-6513]
The BFM Institutional Trust Inc.; Notice of Application
Janaury 8, 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: The BFM Institutional Trust Inc.
RELEVANT ACT SECTION: Order requested under section 8(f).
SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has
ceased to be an investment company.
FILING DATES: The application was filed on September 27, 1996, and
amended on December 26, 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 February 2,
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, 345 Park Avenue, New York, NY 10154.
FOR FURTHER INFORMATION CONTACT: Harry Eisenstein, Staff Attorney, at
(202) 942-0552, 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, organized as a Maryland corporation, is an open-end
management investment company. Applicant consists of three separate
portfolios: the Short Duration Portfolio, the Core Fixed Income
Portfolio, and the Multi-Sector Mortgage Securities Portfolio III
(``Mortgage Portfolio'') (collectively, ``BIT Portfolios''). Applicant
registered under the Act and filed a registration statement on Form N-
1A on December 20, 1991. The registration statement was declared
effective on July 2, 1992, upon which applicant commenced its initial
public offering.
2. On September 28 1995, applicant's board of directors (``Board'')
approved entry into an Asset Purchase Agreement (``Reorganization
Agreement'') between applicant and The PNC Fund, which subsequently
changed its name to Compass Capital Funds (``Acquiring Fund''). The
Reorganization Agreement provided for the transfer of all of the assets
and liabilities of applicant to the Acquiring Fund solely in exchange
for ``Institutional'' class shares (``Institutional Shares'') of
corresponding portfolios of the Acquiring Fund (``Acquiring Fund
Portfolios''). The Board determined that the interests of applicant's
securityholders would best be served by the reorganization because of
(i) the broader array of investment options available to its
securityholders; (ii) the maintenance of all then existing investor
features; and (iii) potential economies of scale in portfolio
management resulting from a larger asset size.
3. Pursuant to rule 17a-8 under the Act,\1\ the Board, including a
majority of the directors who are not ``interested persons'' of
applicant, found that the transaction was in the best interests of
applicant and that there would be no dilution, by virtue of the
proposed exchange, in the value of the shares held at that time by
applicant's shareholders.
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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 director, and/or common officers.
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4. At the time of the reorganization, the Acquiring Fund offered
several classes of shares at the time of the reorganization, including
Institutional Shares, Service Shares, Investor A Shares and Investor B
Shares. Applicant's shareholders were offered
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Institutional Shares because (a) applicant's shareholders were
institutions and/or investors meeting the minimum investment
requirements for this class and (b) the expense ratios of the
Institutional Shares for each Acquiring Fund Portfolio most nearly
matched the expense ratios of the corresponding BIT Portfolio.
5. On October 11, 1995, preliminary proxy materials were filed with
the SEC. On November 9, 1995, definitive proxy materials were filed
with the SEC and distributed to applicant's shareholders on or about
that date. At a special meeting of applicant's shareholders on December
20, 1995, applicant's shareholders approved the Reorganization
Agreement.
6. On January 13, 1996, the Core bond Portfolio and the Short
Government Portfolio of the Acquiring Fund acquired all of the assets
and liabilities of the Core Fixed Income Portfolio and the Short
Duration Portfolio, respectively, in exchange for Institutional Shares
of the corresponding Acquiring Fund Portfolio. On April 26, 1996, the
Multi-Sector Mortgage Securities Portfolio III of the Acquiring Fund
(``Acquiring Mortgage Portfolio'') acquired all of the assets and
liabilities of the Mortgage Portfolio in exchange for Institutional
Shares of the Acquiring Mortgage Portfolio. Shareholders of each BIT
Portfolio received Institutional Shares having a net asset value equal
to that of the shares held by them as of the time of that portfolio's
reorganization, in liquidation of such BIT Portfolio.
7. Expenses incurred in connection with the sale of assets of
applicant, totalling $75,000, were assumed by the Acquiring Fund. These
expenses consisted of proxy/prospectus preparation, filing, printing
and mailing costs, audit and legal fees and expenses, and miscellaneous
expenses. No brokerage commissions were incurred in connection with the
reorganization.
8. As of the date of the application, applicant had no
shareholders, assets, or liabilities. Applicant is not a party to any
litigation or administrative proceeding. Applicant is neither engaged,
nor does it propose to engage, in any business activities other than
those necessary for the winding-up of its affairs.
9. Applicant will file articles of dissolution with the Maryland
State Department of Assessments and Taxation to effect its dissolution.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-900 Filed 1-14-97; 8:45 am]
BILLING CODE 8010-01-M
