[Federal Register Volume 60, Number 207 (Thursday, October 26, 1995)]
[Notices]
[Pages 54906-54907]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-26549]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Rel. No. 21427; 811-3949]
Portfolios for Diversified Investment; Application for
Deregulation
October 19, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of Application for Deregulation under the Investment
Company Act of 1940 (``Act'').
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APPLICANT: Portfolios for Diversified Investment.
RELEVANT ACT SECTION: 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 June 21, 1995, and amended
on August 22 and October 11, 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 November 13,
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 who wish to
be notified of a hearing may request such notification by writing to
the SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington, DC 20549.
Applicant, Bellevue Park Corporate Center, 400 Belleuve Parkway, Suite
100, Wilmington, DE 19809.
FOR FURTHER INFORMATION CONTACT:
Courtney S. Thornton, Senior Attorney, at (202) 942-0583, or C. David
Messman, 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, which was originally incorporated in Maryland on
January 18, 1984 as Diversified Investment Fund for Institutions, Inc.,
is an open-end diversified management investment company organized as a
Massachusetts business trust.\1\ On January 26, 1984, applicant filed a
notification of registration under section 8(a) of the Act and a
registration statement relating to its shares on Form N-1 under the
Securities Act of 1933 and section 8(b) of the Act. This registration
statement became effective on June 26, 1994. Applicant's initial public
offering commenced on July 12, 1984. Applicant offered shares in four
series: Diversified Equity Appreciation Fund, Diversified Fixed Income
Fund and Long Fixed Income Fund (``Fixed Income Fund''), Short Fixed
Income Fund, and Intermediated Fixed Income Fund. Applicant is seeking
to deregister as an investment company because the last of these
series, the Fixed Income Fund, terminated in June 1995.
\1\ Applicant subsequently changed its name to Diversified
Investment Fund, Inc. (April 12, 1984), Diversified Securities Fund,
Inc. (June 15, 1984), and Portfolios for Diversified Investment,
Inc. (September 28, 1984). Finally, on June 11, 1985, applicant
filed a declaration of trust with the State of Massachusetts under
the name Portfolios for Diversified Investment.
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2. At a meeting held on January 27, 1995, applicant's Board of
Trustees approved an Agreement and Plan of Reorganization (``Plan''),
between applicant and the PNC Fund, a registered, open-end management
investment company. The Plan provided for the transfer of all assets
and known liabilities of applicant's Fixed Income Fund in exchange for
shares of the Institutional Class of the Intermediate-Term Bond
Portfolio (the ``Bond Portfolio'') of the PNC Fund. The Board
determined that the Plan would be likely to reduce the overall expense
ratios for applicant's shareholders, and would provide potentially
greater portfolio diversification.
3. Applicant and The PNC Fund are both advised by PNC Institutional
Management Corporation, and share common directors and a majority of
officers. Applicant therefore relied on the exemption provided by rule
17a-8 under the Act to effect the transaction.\2\ Consequently, the
Board determined, in accordance with rule 17a-8, that the proposed
transaction was advisable and in the best interest of the shareholders
[[Page 54907]]
of the Fixed Income Fund, and that the interests of applicant's
existing shareholders would not be diluted as a result of the
transaction.
\2\ Rule 17a-8 provides relief from the affiliated transaction
prohibition of section 17(a) of the Act for a merger of investment
companies that may be affiliated persons of each other solely by
reason of having a common investment adviser, common directors, and/
or common officers.
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4. Definitive proxy materials relating to the Plan were filed with
the SEC on May 19, 1995, and proxy materials were mailed to applicant's
shareholders during the week of May 15, 1995. Applicant's shareholders
voted to approve the Plan at a special meeting of shareholders on June
12, 1995.
5. As of June 12, 1995, the Fixed Income Fund had 1,059,353.225
shares outstanding with a net asset value per share of $9.76. A
dividend in the amount of $.023212454 per share was declared and paid
on June 16, 1995 to shareholders of the Fixed Income Fund. At the same
time, pursuant to the Plan, the assets and known liabilities of the
Fixed Income Fund were transferred to the Bond Portfolio in exchange
for shares of the Bond Portfolio. Applicant then distributed the shares
of the Bond Portfolio it received pro rata to its shareholders in
complete liquidation of their interests in applicant.
6. The expenses incurred in connection with the Plan consisted of
legal fees, filing fees, and printing expenses in the amount of
approximately $51,000. Of this amount, approximately $22,000 has been
or will be paid by applicant, and approximately $29,000 has been or
will be paid by the Bond Portfolio.
7. At the time of the application, applicant had no shareholders,
assets or liabilities, nor was applicant a party to any litigation or
administrative proceeding. Applicant is not engaged in, 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 file a Certificate of Termination with the
Commonwealth of Massachusetts.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-26549 Filed 10-25-95; 8:45 am]
BILLING CODE 8010-01-M
