Federal Register / Vol. 62, No. 38 / Wednesday, February 26, 1997 / Notices 8809

1Rule 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 directors,

and/or common officers.

1 15 U.S.C. 78s(b)(1).

2Letters from Julie Beyers, Associate Counsel,

MBSCC (January 3, 1997, and January 14, 1997).

3The Commission has modified the text of the

summaries prepared by MBSCC.

[Investment Company Act Release No.

22519; 811–1149]

Pennsylvania Mutual Fund; Notice of

Application

February 19, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Pennsylvania Mutual Fund.

RELEVANT ACT SECTIONS: Order requested

under section 8(f).

FILING DATES: The application was filed

on September 20, 1996, and amended

on February 6, 1997.

SUMMARY OF APPLICATION: Applicant

requests an order declaring that it has

ceased to be an investment company.

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

March 14, 1997, 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 Fifth

Street, N.W., Washington, D.C. 20549.

Applicant, c/o Quest Advisory Corp.,

1414 Avenue of the Americas, New

York, NY 10019.

FOR FURTHER INFORMATION CONTACT:

Kathleen L. Knisely, Staff Attorney, at

(202) 942–0517 (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, a registered open-end

management investment company, is

organized as a business trust which is

registered under the Delaware Business

Trust Act. On or about January 31, 1962,

applicant registered under the Act. On

March 21, 1962, applicant filed a

registration statement under the

Securities Act of 1933 which became

effective August 17, 1962, and

subsequently made a public offering of

its shares.

2. On April 18, 1996, applicant’s

trustees approved an Agreement and

Plan of Merger (‘‘Plan’’), under which

all of the assets and debts of the

applicant would be transferred to the

Pennsylvania Mutual Fund series of The

Royce Fund, a Delaware business trust

registered under the Act as an open-end

management investment company, in

exchange for shares of the Pennsylvania

Mutual Fund series of The Royce Fund.

Pursuant to rule 17a–8 under the Act,1

applicant’s trustees found that the Plan

was in the best interests of applicant

and that the interests of the existing

shareholders would not be diluted as a

result of the proposed reorganization.

3. As of June 27, 1996, applicant had

one class of shares, consisting of

56,045,686.017 shares outstanding with

a net asset value of $8.15 per share and

an aggregate net asset value of

$456,772,341.03.

4. Effective June 28, 1996, applicant

transferred its assets to the Pennsylvania

Mutual Fund series of The Royce Fund.

In total, shareholders of applicant

received shares of the Pennsylvania

Mutual Fund series of The Royce Fund

having an aggregate net asset value

equal to applicant’s net asset value at

the time of the reorganization.

5. Expenses incurred in connection

with the Plan consisted of legal fees,

postage, and registration in some states

and totaled $72,201.32. Pursuant to the

Plan, expenses were shared by applicant

and The Royce Fund in proportion to

their respective assets. Accordingly,

applicant paid $10,744.66 for

registration and filing fees, $900.85 for

postage, and $26,973.81 in legal fees.

The Royce Fund incurred the balance,

with expenses being allocated among

the series of The Royce Fund, not

including the newly-created

Pennsylvania Mutual Fund series.

6. As of the date of filing of the

original application, applicant had no

shareholders, assets or liabilities, and

was not a party to any litigation or

administrative proceeding. Applicant is

not presently engaged, nor does it

propose to engage, in any business

activities other than those necessary for

the winding-up of its affairs.

7. On June 28, 1996, applicant was a

party to a Certificate of Merger filed

with the State of Delaware.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–4670 Filed 2–25–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–38314; File No. SR–

MBSCC–96–08]

Self-Regulatory Organizations; MBS

Clearing Corporation; Notice of Filing

of a Proposed Rule Change Relating to

Liens on Participants’ Property

February 19, 1997.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 notice is hereby given that on

November 20, 1996, the MBS Clearing

Corporation (‘‘MBSCC’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’) the proposed rule

change (File No. SR–MRSCC–96–08) as

described in Items I, II, and III below,

which items have been prepared

primarily by MBSCC. On January 3,

1997, and January 14, 1997, MBSCC

filed amendments to the proposed rule

change.2 The Commission is publishing

this notice to solicit comments on the

proposed rule change from interested

persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The proposed rule change modifies

MBSCC’s rules to explicitly state that

MBSCC has a lien on all property placed

in MBSCC’s possession by its

participants.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission,

MBSCC included statements concerning

the purpose of and basis for the

proposed rule change and discussed any

comments it received on the proposed

rule change.

The text of these statements may be

examined at the places specified in Item

IV below. MBSCC has prepared

summaries, set forth in sections (A), (B),

and (C) below, of the most significant

aspects of such statements.3
8810 Federal Register / Vol. 62, No. 38 / Wednesday, February 26, 1997 / Notices

4For example, the rules of the National Securities

Clearing Corporation (‘‘NSCC’’) and the

International Securities Clearing Corporation

(‘‘ISCC’’) provide NSCC and ISCC with liens on

property placed in their possession by their

participants. The language contained in the present

proposed rule change is substantially similar to the

language contained in NSCC’s and ISCC’s

respective rules. NSCC Rule 18, Section 2(f) and

ISCC Rule 18, Section 3.

5 15 U.S.C. 78q–1(b)(3)(F). 6 17 CFR 200.30–3(a)(12).

1 15 U.S.C. 78s(b)(1).

2The Commission has modified the text of the

summaries prepared by PTC.

(A) Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

The purpose of the proposed rule

change is to modify MBSCC’s rules to

explicitly state that MBSCC has a lien

on all property placed in its possession

by its participants. Unlike other clearing

organizations, MBSCC’s rules do not

contain specific language stating that

MBSCC has such a lien.4 However,

according to MBSCC, MBSCC always

intended to have a lien on all property

placed in its possession by its

participants. Therefore, in order to

clarify this issue, the proposed rule

change adds language providing MBSCC

with assurances that, in the event one of

its participants fails to discharge its

liabilities, MBSCC will have first

priority with respect to the participant’s

property in MBSCC’s possession. The

proposed rule change also revises

MBSCC’s rules to clarify that any cash

received with respect to any deposits to

MBSCC’s participants fund and not yet

distributed to a participant is available

to MBSCC for satisfaction of participant

liabilities.

MBSCC believes that the proposed

rule change is consistent with the

requirements of Section 17A(b)(3)(F) of

the Act 5 and the rules and regulations

thereunder because it will facilitate the

prompt and accurate clearance and

settlement of securities transactions.

(B) Self-Regulatory Organization’s

Statement on Burden on Competition

MBSCC does not believe that the

proposed rule change will have an

impact on or impose a burden on

competition.

(C) Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants, or Others

No written comments relating to the

proposed rule change have been

solicited or received. MBSCC will notify

the Commission of any written

comments received by MBSCC.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within thirty-five days of the date of

publication of this notice in the Federal

Register or within such longer period (i)

as the Commission may designate up to

ninety days of such date if it finds such

longer period to be appropriate and

publishes its reasons for so finding or

(ii) as to which MBSCC consents, the

Commission will:

(a) by order approve such proposed

rule change or

(b) institute proceedings to determine

whether the proposed rule change

should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street N.W.,

Washington, D.C. 20549. Copies of the

submission, all subsequent

amendments, all written statements

with respect to the proposed rule

change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. § 552, will be

available for inspection and copying in

the Commission’s Public Reference

Room, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of MBSCC. All submissions

should refer to the file number SR–

MBSCC–96–08 and should be submitted

by March 19, 1997.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.6

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–4671 Filed 2–25–97; 8:45 am]

BILLING CODE 8010–01–M

[(Release No. 34–38313); File No. SR–PTC–

96–06]

Self-Regulatory Organizations;

Participants Trust Company; Notice of

Filing and Order Granting Accelerated

Approval of Proposed Rule Change to

Authorize the Release of Clearing Data

February 19, 1997.

Pursuant to Section 19(b)(1) 1 of the

Securities Exchange Act of 1934

(‘‘Act’’), notice is hereby given that on

November 22, 1996, the Participants

Trust Company (‘‘PTC’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’) the proposed rule

change as described in Items I and II

below, which items have been prepared

primarily by PTC. The Commission is

publishing this notice and order to

solicit comments from interested

persons and to grant accelerated

approval of the proposed rule change.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The proposed rule change modifies

Article VI of PTC’s rules to add a new

Rule 14 which authorizes PTC to release

transaction and other data relating to

participants obtained by PTC in the

normal course of business.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, PTC

included statements concerning the

purpose of and basis for the proposed

rule change and discussed any

comments it received on the proposed

rule change. The text of these statements

may be examined at the places specified

in Item IV below. PTC has prepared

summaries, set forth in sections (A), (B),

and (C) below, of the most significant

aspects of such statements.2

(A) Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

The purpose of the proposed rule

change is to modify Article VI of PTC’s

rules to add a new Rule 14 which

authorizes PTC to release transaction

and other data relating to participants

obtained by PTC in the normal course

of its business. The rule will permit PTC

to disclose such data to (1) regulatory,

self-regulatory, other similar

organizations, (2) clearing organizations

which are under the oversight of the