[Federal Register Volume 60, Number 239 (Wednesday, December 13, 1995)]
[Notices]
[Pages 64093-64094]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-30297]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21573; 811-7476]
The 231 Funds; Notice of Application
December 6, 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: The 231 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 November 7, 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 January 2, 1996,
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, NW., Washington, DC 20549.
Applicant, 125 West 55th Street, New York, New York 10019.
FOR FURTHER INFORMATION CONTACT:
Deepak T. Pai, Staff Attorney, at (202) 942-0574, 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 at the
SEC's Public Reference Branch.
Applicant's Representations
1. Applicant is an open-end, management investment company
organized as a Massachusetts business trust. On February 10, 1993,
applicant registered under the Act as an investment company, and filed
a registration statement under the Securities Act of 1933 registering
an indefinite number of shares. The registration statement was declared
effective on August 20, 1993. Applicant issued shares in two
portfolios, the Prime Fund (``231 Prime Fund'') and the Treasury Fund
(``231 Treasury Fund''), each of which issued two classes of shares
(Institutional Shares and Service Shares). Institutional Shares were
first issued on September 1, 1993 for both portfolios and Service
Shares were first issued on March 1, 1994 for the 231 Prime Fund and
April 5, 1994 for the 231 Treasury Fund.
2. At a meeting held on June 13, 1995, applicant's Board of
Trustees approved on Agreement and Plan of Reorganization (the
``Reorganization Agreement'') between applicant and Pacific Horizon
Funds, Inc. (``Pacific Horizon'') whereby Pacific Horizon's Prime Fund
(``PH Prime Fund'') and Treasury Fund (``PH Treasury Fund'') would
acquire all of the assets and liabilities of 231 Prime Fund and 231
Treasury Fund, respectively, in exchange for Horizon Shares and Horizon
Service Shares of PH Prime Fund and PH Treasury Fund. Applicant's Board
of Trustees determined that the interests of applicant's shareholders
would best be served by approving the Reorganization Agreement. In
reaching this determination, the Board of Trustees considered the
anticipated loss of applicant's assets as a result of the sale of the
institutional trust business of Bank of America Illinois, applicant's
investment adviser (``Adviser''). The Board of Trustees concluded that,
among other advantages, the reorganization would be likely to provide
shareholders with an interest in a larger and more diversified
portfolio while reducing the total expense ratio that would exist
absent voluntary reimbursements.
3. Proxy materials were filed with the SEC and were distributed to
applicant's shareholders on or about July 21, 1995. At a special
meeting held on August 24, 1995, shareholders of the 231 Prime Fund and
the 231 Treasury Fund approved the reorganization.
4. On August 25, 1995, the assets and liabilities of the 231 Prime
Fund and 231 Treasury Fund were transferred to and assumed by PH Prime
Fund and PH Treasury Fund in exchange for full and fractional Horizon
Shares and Horizon Service Shares of the PH Prime Fund and PH Treasury
Fund. The shares exchanged were equal in number and value to the number
of full and fractional Institutional Shares and Service Shares of the
231 Prime Fund and 231 Treasury Fund. Following the transfer, applicant
distributed the Horizon Shares and Horizon Service Shares to the
holders of Institutional Shares and Service Shares of applicant in
liquidation of the 231 Prime Fund and 231 Treasury Fund. Applicant did
not incur any brokerage commission in connection with disposition of
its portfolio securities and other assets.
5. Aggregate expenses of $50,000 were incurred by applicant in
connection with the reorganization. Applicant, Concord Financial
Services, Inc. (Pacific Horizon's transfer agent), and the Adviser
shall each pay one-third of these expenses. Pacific Horizon, Concord,
and the Adviser shall each pay one-third of the expenses incurred by
Pacific Horizon in connection with the reorganization.
6. At the time of the filing of the application, applicant had no
assets or liabilities, was not a party to any litigation or
administrative proceeding, and had no shareholders. Applicant is
[[Page 64094]]
neither engaged, nor does it propose to engage, in any business
activities other than those necessary for the winding-up of its
affairs.
7. Applicant intends to terminate its existence as a Massachusetts
business trust upon receipt of an order from the SEC Declaring that
applicant has ceased to be an investment company.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-30297 Filed 12-12-95; 8:45 am]
BILLING CODE 8010-01-M
