13410 Federal Register / Vol. 62, No. 54 / Thursday, March 20, 1997 / Notices

3. On July 31, 1995, a proxy statement

was filed with the SEC and applicant

mailed proxy materials to its

shareholders approximately a month

later. On October 10, 1995, applicant’s

shareholders approved the

reorganization.

4. On October 27, 1995, applicant

transferred its assets and liabilities to

the Acquiring Fund in exchange for

shares of the Acquiring Fund on the

basis of the relative net asset values per

share of applicant and the Acquiring

Fund. Applicant’s net asset on October

27, 1995, equaled $1,057,273,286, or

$14.06 per share. The shares of the

Acquiring Fund received by applicant

were distributed to applicant’s

shareholders based on the relative net

asset values per share of the two funds.

No brokerage fees were paid in

connection with the reorganization.

5. Expenses of approximately

$500,000 incurred in connection with

the reorganization were paid by

applicant. The expenses consisted of

legal fees of approximately $331,000,

printing costs of approximately

$150,000, taxes of approximately

$7,000, accounting costs of

approximately $5,000, and

miscellaneous costs of approximately

$7,000. Applicant states that legal and

printing costs similar to those actually

incurred would have been borne by

applicant had the reorganization not

occurred as applicant had a policy that,

under prevailing market conditions,

likely would have required applicant to

make a tender offer for some or all of its

shares.

6. Applicant states that subsequent to

the filing of the Form N–8F, it will file

articles of dissolution with the State of

Maryland to terminate applicant’s legal

existence.

7. There are no securityholders to

whom distributions in complete

liquidation of their interests have not

been made. Applicant has retained no

assets. Applicant has no debts or other

liabilities that remain outstanding.

Applicant is not a party to any litigation

or administrative proceeding.

8. Applicant is not now engaged, nor

does it propose to engage, in any

business activities other than those

necessary for the winding up of its

affairs.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–7049 Filed 3–19–97; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Hungarian Teleconstruct

Corp., Common Stock, $.001 Par

Value) File No. 1–12000

March 14, 1997.

Hungarian Teleconstruct Corp.

(‘‘Company’’) has filed an application

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange Act of 1934 (‘‘Act’’) and Rule

12d2–2(d) promulgated thereunder, to

withdraw the above specified security

(‘‘Security’’) from listing and

registration on the Boston Stock

Exchange, Inc. (‘‘BSE’’).

The reason alleged in the application

for withdrawing the Security from

listing and registration include the

following:

The Company has been listed on the

NASDAQ SmallCap Market since July

29, 1993. The Company cannot justify

the expense of being listed on two

exchanges, NASDAQ and the BSE, and

thereby wishes to withdraw from the

BSE.

Any interested person may, on or

before April 4, 1997, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

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

bearing upon whether the application

has been made in accordance with the

rules of the exchanges and what terms,

if any, should be imposed by the

Commission for the protection of

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegate

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–7052 Filed 3–19–97; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration (Natural Alternatives

International, Inc., Common Stock, $.01

Par Value) File No. 1–11548

March 14, 1997.

Natural Alternatives International,

Inc. (‘‘Company’’) has filed an

application with the Securities and

Exchange Commission (‘‘Commission’’),

pursuant to Section 12(d) of the

Securities Exchange Act of 1934 (‘‘Act’’)

and Rule 12d2–2(d) promulgated

thereunder, to withdraw the above

specified security (‘‘Security’’) from

listing and registration on the American

Stock Exchange, Inc. (‘‘Amex’’).

The reasons alleged in the application

for withdrawing the Security from

listing and registration include the

following:

According to the Company, the Board

of Directors (the ‘‘Board’’) unanimously

approved a resolution on September 20,

1996 to withdraw the Security from

listing on the Amex and, instead, to list

such Security on the National

Association of Securities Dealers

Automated Quotation National Market

System (‘‘Nasdaq/NMS’’). The decision

of the Board on this matter followed a

lengthy study of the matter, and was

based upon the belief that the listing of

the Security on the Nasdaq/NMS will be

more beneficial to its stockholders than

the present listing on the Amex because

the services and accessibility of the

Nasdaq stock market to the

Corporation’s present shareholders and

future investors is a more effective and

efficient marketplace for such

shareholders and future investors.

Any interested person may, on or

before April 4, 1997, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

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

bearing upon whether the application

has been made in accordance with the

rules of the exchange and what terms,

if any, should be imposed by the

Commission for the protection of

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–7053 Filed 3–19–97; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

22561; 812–10282]

The Park Avenue Portfolio, et al.;

Notice of Application

March 13, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for an

Order under the Investment Company

Act of 1940 (the ‘‘Act’’).
Federal Register / Vol. 62, No. 54 / Thursday, March 20, 1997 / Notices 13411

1The Portfolio previously adopted a distribution

plan under rule 12b–1 with respect to Class A

shares. As of May 1, 1996, this plan was made

dormant and no fees are currently, nor are they

anticipated to be, authorized to be paid by the Class

A shares pursuant to such plan.

APPLICANTS: The Park Avenue Portfolio

(the ‘‘Portfolio’’), on behalf of itself and

its six existing series, The Guardian

Asset Allocation Fund (the ‘‘Asset

Allocation Fund’’), The Guardian Park

Avenue Fund (the Park Avenue Fund’’),

the Guardian Investment Quality Bond

Fund (the ‘‘Bond Fund’’), The Guardian

Baillie Gifford International Fund (the

‘‘International Fund’’), the Guardian

Tax-Exempt Fund (the ‘‘Tax-Exempt

Fund’’) and The Guardian Cash

Management Fund (the ‘‘Cash Fund’’),

and any series of the Portfolio hereafter

established, and Guardian Baillie

Gifford Limited (‘‘GBG’’) and Guardian

Investor Services Corporation (‘‘GISC’’),

each on behalf of itself and each openend management investment company

or series thereof organized in the future

(any such fund or series, together with

any series of the Portfolio hereafter

established, collectively, ‘‘Future

Funds’’) which is a member of the same

‘‘group of investment companies’’ as

that term is defined in rule 11a–3 under

the Act, as the Portfolio, or as other

investment companies for which GISC

or GBG serve as investment advisers.

RELEVANT ACT SECTIONS: Order requested

under section 12(d)(1)(J) of the Act from

section 12(d)(1) of the Act, and under

sections 6(c) and 17(b) of the Act from

section 17(a) of the Act.

SUMMARY OF APPLICATION: The order

would permit the Asset Allocation

Fund, a series of the Portfolio, to

purchase shares of affiliated open-end

investment companies in excess of the

percentage limitations of section

12(d)(1).

FILING DATES: The application was filed

on July 26, 1996 and amended on

December 26, 1996 and February 20,

1997.

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 applicants with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

April 7, 1997, and should be

accompanied by proof of service on

applicants, in the form of an affidavit,

or, for lawyers, a certificate of service.

Hearing request 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.

Applicants, 201 Park Avenue South,

New York, New York 10003.

FOR FURTHER INFORMATION CONTACT:

Mary T. Geffroy, Staff Attorney, at (202)

942–0553, or Mercer E. Bullard, 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.

Applicants’ Representations

1. The Portfolio, organized as a

Massachusetts business trust, is an

open-end management investment

company registered under the Act. Its

shares are registered under the 1933

Act. The Portfolio consists of six series.

The five series other than Asset

Allocation Fund, together with any

Future Funds, will be the Underlying

Funds (the ‘‘Underlying Funds’’),

although the Asset Allocation Fund

does not currently intend to invest in

the International Fund or the TaxExempt Fund. The Asset Allocation

Fund, the Park Avenue Fund, the

International Fund and the Cash Fund

offer two classes of shares, Class A and

Class B. The Bond Fund and the TaxExempt Fund offer Class A shares only.

Class A shares are sold subject to a front

end sales charge (except for shares of

the Cash Fund, which are sold at net

asset value), which may be waived or

reduced in certain circumstances. Class

B shares do not have a front end sales

charge but may be subject to a

contingent deferred sales charge when

such shares are redeemed within six

years after purchase. Class B shares are

subject to a distribution plan adopted by

the Portfolio pursuant to rule 12b–1

under the Act.1

2. Since its inception in 1993, the

Asset Allocation Fund has attempted to

provide investors with the opportunity

to invest in both the equity an fixedincome markets through a single fund.

The Asset Allocation Fund seeks longterm total investment return consistent

with moderate investment risk. In

furtherance of its objective, the Asset

Allocation Fund uses theoretical models

to allocate its assets in a combination of:

(i) U.S. equity securities and convertible

securities; (ii) fixed-income securities,

including investment grade corporate

debt securities, U.S. government

securities and mortage-backed

securities, and (iii) money market

instruments. The Asset Allocation Fund

may use financial futures contracts and

options on securities and securities

indices to facilitate the reallocation of

the Fund’s assets among the various

sectors. Each portion of the Asset

Allocation Fund’s investments is

separately and actively managed, and

consists of the same types of securities

as those acquired for the Park Avenue

Fund, the Bond Fund and the Cash

Fund. The equity and the money market

portions of the Asset Allocation Funds

portfolio are currently managed by the

same portfolio managers who oversee

the Park Avenue Fund and the Cash

Fund, respectively.

3. GISC, a New York corporation, is

registered as an investment adviser

under the Investment Advisers Act of

1940 (the ‘‘Advisers Act’’), and serves as

investment adviser to all of the

Portfolio’s Funds except the

International Fund. GISC is wholly

owned by the Guardian Insurance &

Annuity Company, Inc. (‘‘GIAC’’),

which in turn is wholly owned by The

Guardian Life Insurance Company of

America, a mutual life insurance

company organized in the State of New

York. The International Fund is

managed by GBG, a registered

investment adviser under the Advisers

Act organized as a joint venture between

Baillie Gifford Overseas Limited (‘‘BG

Overseas’’) and GIAC. GBG has

appointed BG Overseas to act as subinvestment adviser to the International

Fund. BG overseas is a registered

investment adviser under the Advisers

Act. For its services as investment

adviser, each Fund currently pays GISC

(other than the International Fund,

which pays its fee to GBG) an advisory

fee.

4. Pursuant to an administrative

services agreement between GISC and

the Portfolio, GISC provides information

and administrative services for each

Fund. For these services, each Fund

pays GISC a fee at the annual rate of

0.25% of the average daily net assets of

that Fund’s assets, except that the Park

Avenue Fund pays the fee at the annual

rate of 0.25% of average daily net assets

for which a ‘‘dealer of record’’ has been

designated. Under the proposed

arrangements, the administrative service

fee will be paid at the Underlying Fund

level to the extent that the Asset

allocation Fund’s assets are invested in

Underlying Funds, and at the Asset

Allocation Fund level for the portion of

assets, if any, invested in individual

securities. The aggregate amount of the

administrative services fees will not

change, since the Asset Allocation

Fund’s shareholders will bear only their

pro rata portion of the Underlying

Funds’ fees as well as the fee assessed
13412 Federal Register / Vol. 62, No. 54 / Thursday, March 20, 1997 / Notices

on any portion of the Asset Allocation

Fund’s assets invested in individual

securities.

5. Applicants request relief from the

limitations of section 12(d)(1) to the

extent necessary to permit the Asset

Allocation Fund, and any Future Fund

that will be part of the same ‘‘group of

investment companies’’ (as that term is

defined in rule 11a–3 under the Act) as

the Portfolio, or as other investment

companies for which GISC or GBG serve

as investment advisers, to purchase, and

the Underlying Funds to sell, shares of

the Underlying Funds in excess of the

limits of section 12(d)(1).

6. Applicants anticipate that the Asset

Allocation Fund will purchase shares of

the Park Avenue Fund and the Bond

Fund, as well as individual securities,

including but not limited to money

market instruments and certain futures

and options currently used in

reallocating the Asset Allocation Fund’s

investments. The Asset Allocation Fund

may invest from time to time in the

Cash Fund in lieu of individual money

market instruments. The Asset

Allocation Fund will invest in other

investment companies only to the extent

contemplated by the requested relief.

7. At the time the Asset Allocation

Fund commences to act as a fund of

funds, and thereafter to adjust the

allocation of its assets among the

Underlying Funds in instances where

futures and options transactions will not

effectively facilitate shifts in allocation,

the Asset Allocation Fund may transfer

securities held in its portfolio, as well

as cash, to an Underlying Fund in return

for shares of the Underlying Fund. In

addition, the Underlying Funds may

from time to time pay the Asset

Allocation Fund its pro rata share of the

Underlying Fund’s portfolio securities,

as well as cash. These in-kind payments

will be made only in circumstances

where the in-kind transfers will consist

of securities that are appropriate for the

receiving entity. Any in-kind transfers

between the Asset Allocation Fund and

an Underlying Fund, either as payment

by the Asset Allocation Fund for

purchases of shares of an Underlying

Fund, or as payment by an Underlying

Fund of redemption proceeds to the

Asset Allocation Fund, would be made

in compliance with the provisions of

rule 17a–7 under the Act, except in two

respects. First, the requirements of rule

17a–7(a) that payment for the securities

transferred be made in cash will not be

met where an Underlying Fund pays the

Asset Allocation Fund in its own shares,

rather than in cash, for the securities

transferred by the Asset Allocation

Fund. Second, due to the fluctuating

asset levels of the Asset Allocation Fund

and the Underlying Funds, an affiliate

or second tier affiliate of a Fund that

provided the original seed capital for

such Fund may, from time to time, hold

more than 5% of the Fund’s outstanding

voting shares, and, as a result, it is

possible that an in-kind transaction

would not meet the requirement of rule

17a–7 that exempt transactions must be

effected between persons affiliated

‘‘solely by reason of having a common

investment adviser * * *, common

directors, and/or common officers.’’

Applicants’ Legal Analysis

1. Section 12(d)(1)(A) of the Act

provides that no registered investment

company may acquire securities of

another investment company if such

securities represent more than 3% of the

acquired company’s outstanding voting

stock, more than 5% of the acquiring

company’s total assets, or if such

securities, together with the securities of

any other acquired investment

companies, represent more than 10% of

the acquiring company’s total assets.

Section 12(d)(1)(B) provides that no

registered open-end investment

company may sell its securities to

another investment company if the sale

will cause the acquiring company to

own more than 3% of the acquired

company’s voting stock, or if the sale

will cause more than 10% of the

acquired company’s voting stock to be

owned by investment companies.

2. Section 12(d)(1)(J) provides that the

SEC may exempt any person, security,

or transaction from any provision of

section 12(d)(1), if and to the extent that

such exemption is consistent with the

public interest and the protection of

investors. Applicants submit that the

requested exemption is consistent with

the public interest and the protection of

investors.

3. Applicants believe that section

12(d)(1) of the Act is intended to

prevent unregulated pyramiding of

investment companies and the abuses

which are perceived to arise from such

pyramiding, including layering of

advisory fees and duplicative sales

charges, the threat of large scale

redemptions, and the complexity of the

investment vehicle.

4. Applicants believe that no

‘‘layering’’ of advisory fees will result

from the proposed structure. While

GISC will reserve the right to charge an

asset allocation fee of up to .15%

annually, it intends to voluntarily waive

the entire amount of this fee during any

period in which the Asset Allocation

Fund is operated as a fund of funds. If

any or all of this fee is charged in the

future, it will be imposed only if GISC

determines that the fee will be justified

by the incremental benefits, not

otherwise available, of the ongoing

profession asset allocation service that

GISC provides for investors choosing to

invest in the Asset Allocation Fund

rather than in specific Underlying

Funds. Further, the trustees of the

Portfolio, including a majority of the

trustees who are not ‘‘interested

persons’’ of the Portfolio, as defined in

section 1(a)(19) of the Act (the

‘‘Independent Trustees’’), must, in

approving the advisory arrangements of

the Asset Allocation Fund, find that any

allocation or advisory fee is based on

services in addition to, rather than

duplicative of, services provided

pursuant to any Underlying Fund’s

advisory contract.

5. Applicants assert that investors in

the Asset Allocation Fund will not incur

duplicative sales charges or distribution

expenses because the Asset Allocation

Fund will invest exclusively in Class A

shares of the Underlying Funds, with a

waiver of any applicable front end sales

load. Applicants further contend that

since Class A shares do not bear any

rule 12b–1 fees, there will be no

duplication of rule 12b–1 fees

applicable for Class B shares of the

Asset Allocation Fund. Applicants note

that, in any event, the aggregate sales

charges and distribution expenses borne

by investors in the Asset Allocation

Fund will comply in all respects with

rule 2830 of the NASD’s Conduct Rules.

6. Applicants also assert that the

Asset Allocation Fund’s shareholders

will bear a reduced amount of portfolio

transaction costs under a fund of funds

structure. By investing in the

Underlying Funds, applicants believe

that shareholders will be able to take

advantage of reduced brokerage and

other transaction costs associated with

investment in individual securities,

except to the extent that the Asset

Allocation Fund continues to invest in

small lots of individual securities.

Although shareholders will be subject to

their proportionate share of the

transaction costs at the Underlying

Fund level, applicants assert that such

costs will reflect the generally lower

costs associated with trading larger

blocks of securities and are expected to

reduce such costs for shareholders of

the Asset Allocation Fund.

7. Applicants believe that a concern

underlying section 12(d)(1) is that, if

one fund is permitted to own a sizeable

percentage of the shares of another fund,

the management of the underlying fund

must be continually aware that a

possible large redemption carries with it

a loss of advisory fees. Applicants

believe that concern over this potential

abuse is not relevant to the proposed
Federal Register / Vol. 62, No. 54 / Thursday, March 20, 1997 / Notices 13413

arrangements. Applicants assert that

there is little risk that GISC will exercise

inappropriate control over the

Underlying Funds. Applicants note that

the Asset Allocation Fund only will

acquire shares of Underlying Funds that

are members of the same group of

investment companies. Applicants also

believe that, because GISC or GBG is

investment adviser to the Underlying

Funds as well as to the Asset Allocation

Fund, a redemption from one

Underlying Fund will simply lead to the

investment of the proceeds in another

Underlying Fund.

8. Applicants believe that another

concern underlying section 12(d)(1) is

the impact that the threat of large scale

redemptions might have on the orderly

management of an underlying fund.

Applicants believe that, for example, to

address the threat of large scale

redemptions, the underlying fund might

be required to maintain excessive cash

balances, and if it did not, it might have

to sell off a substantial portion of its

assets, thereby saddling the fund’s

remaining shareholders with capital

gains and a greater pro rata portion of

fixed costs. Applicants believe that the

Asset Allocation Fund will be

structured in a manner to minimize and

essentially eliminate these types of

problems. Applicants contend that,

because investors will rely on GISC to

periodically readjust the mix of equity

and debt exposure, the Asset Allocation

Fund is not likely to be used as a shortterm trading vehicle. Applicants state

that, to attempt to minimize the impact

on shifts among the Underlying Funds,

the Asset Allocation Fund will continue

to be permitted to engage in futures

contracts and options on securities and

securities indices to facilitate an orderly

adjustment in allocation of the Funds’

assets. Applicants believe that this

policy allows the Asset Allocation Fund

to respond to changes in market

conditions, and would serve to

minimize any effects of a shift in its

allocation among the Underlying Funds.

9. Applicants state that, to address the

concern that the popularity of funds of

funds could lead to the creation of more

complex vehicles that would not serve

any meaningful purpose, and as a

condition to the requested relief, no

Underlying Fund will acquire securities

of any other investment company in

excess of the limits contained in section

12(d)(1)(A).

10. Applicants state that the Asset

Allocation Fund will provide true

diversification benefits since the

Underlying Funds will pursue different

investment strategies. Moreover, the

Asset Allocation Fund will provide

greater diversification in the actual

number and type of securities in its

portfolio by investing in the Park

Avenue Fund and the Bond Fund than

it would have provided under its

current structure.

11. Section 17(a) generally makes it

unlawful for an affiliated person of a

registered investment company to sell

securities to, or purchase securities

from, the company. Applicants state

that, because the Asset Allocation Fund

and the Underlying Funds are each

advised by GISC or GBG, the Asset

Allocation Fund and the Underlying

Funds could be deemed to be affiliates

of one another. Applicants believe that

purchases by the Asset Allocation Fund

of the shares to the Underlying Funds

and the sale by the Underlying Funds of

their shares of the Asset Allocation

Fund could be deemed to be principal

transactions between affiliated persons

under section 17(a).

12. Section 17(b) provides that the

SEC shall exempt a proposed

transaction from section 17(a) if

evidence establishes that: (a) the terms

of the proposed transaction are

reasonable and fair and do not involve

overreaching; (b) the proposed

transaction is consistent with the

policies of the registered investment

company involved; and (c) the proposed

transaction is consistent with the

general purposes of the Act. Applicants

request an exemption under sections

6(c) and 17(b) to permit purchases and

redemptions by the Asset Allocation

Fund of shares of the Underlying Funds

and the sales by the Underlying Funds

of their shares to the Asset Allocation

Fund.

13. Applicants believe that the

proposed arrangements meet all of the

qualifications necessary for exemption

under sections 6(c) and 17(b). The

consideration to be paid and received

for the sale and redemption of shares of

Underlying Funds will be based on the

net asset value of Class A shares of such

Funds. Applicants state that the

proposed transactions will be consistent

with the policies of each of the Asset

Allocation Fund and the Underlying

Funds as set forth in their combined

prospectus and statement of additional

information contained in the Portfolio’s

registration statement.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief shall be

subject to the following conditions:

1. The Asset Allocation Fund and

each Underlying Fund will be part of

the same ‘‘group of investment

companies,’’ as defined in rule 11a–3

under the Act.

2. No Underlying Fund shall acquire

securities of any other investment

company in excess of the limits

contained in section 12(d)(1)(A) of the

Act.

3. Before approving any advisory

contract under section 15 of the Act, the

Board of Trustees of the Portfolio,

including a majority of Trustees who are

not ‘‘interested persons,’’ as defined in

section 2(a)(19) of the Act, shall find

that advisory fees charged under such

contract are based on services provided

that are in addition to, rather than

duplicative of, services provided

pursuant to any Underlying Fund

advisory contract. Such finding, and the

basis upon which the finding was made,

will be recorded fully in the minute

books of the Asset Allocation Fund.

4. Any sales charges or services fees

charged with respect to securities of the

Asset Allocation Fund, when aggregated

with any sales charge or service fees

paid by the Asset Allocation Fund with

respect to securities of the Underlying

Funds, shall not exceed the limits set

forth in rule 2830 of the NASD’s

Conduct Rules.

5. Applicants agree to provide the

following information, in electronic

format, to the Chief Financial Analyst of

the Commission’s Division of

Investment Management: monthly

average total assets for the Asset

Allocation Fund and each of the

Underlying funds; monthly purchases

and redemptions (other than by

exchange) for the Asset Allocation Fund

and each Underlying Fund; monthly

exchanges into and out of the Asset

Allocation Fund and each Underlying

Fund; month-end allocations of the

Asset Allocation Fund’s assets among

the Underlying Funds; annual expense

ratios for the Asset Allocation Fund and

each Underlying Fund; and a

description of any vote taken by the

shareholders of any Underlying Fund,

including a statement of the percentage

of votes cast for and against the proposal

by the Asset Allocation Fund and by the

other shareholders of the Underlying

Fund. Such information will be

provided as soon as reasonably

practicable following each fiscal yearend of the Asset Allocation Fund

(unless the Chief Financial Analyst shall

notify the Asset Allocation Fund, the

Portfolio or GISC in writing that such

information need no longer be

submitted).
13414 Federal Register / Vol. 62, No. 54 / Thursday, March 20, 1997 / Notices

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–6969 Filed 3–19–97; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–22562; 811–8072]

Provident Institutional Funds, Inc.;

Notice of Application

March 13, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Provident Institutional

Funds, Inc.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

seeks an order declaring that it has

ceased to be an investment company.

FILING DATE: The application was filed

on December 23, 1996 and amended on

March 10, 1997.

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

April 7, 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 5th

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

Applicant, Bellevue Park Corporate

Center, 400 Bellevue Parkway,

Wilmington, Delaware 19809.

FOR FURTHER INFORMATION CONTACT:

Shirley A. Bodden, Paralegal Specialist,

at (202) 942–0575, or Mercer E. Bullard,

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 a registered open-end

management investment company

organized as a Maryland corporation.

Applicant is the successor by merger to

Piper Trust Funds, Inc. On October 8,

1993, applicant registered under the Act

by filing a notification of registration on

Form N–8A. On the same date,

applicant filed a registration statement

under the Act and under the Securities

Act of 1933. The registration statement

became effective on February 9, 1994,

and applicant commenced a public

offering of each of its two classes of

shares—the Short Duration Fund and

the Intermediate Duration Fund

(‘‘Funds’’)—on the same date.

2. On February 2, 1996, applicant’s

board of directors authorized that, upon

the redemption of all of the outstanding

shares of each Fund, appropriate

officers are to take all actions necessary

to effect the deregistration of the

Applicant and its shares under the Act

and the Securities Act of 1933.

Applicant states that the Funds were

liquidated because the sole shareholder

of each Fund had expressed a desire to

redeem its investment, because neither

the Short Duration Fund nor the

Intermediate Duration Fund had been

able to increase its assets to a significant

amount.

3. On June 21, 1996, each Fund’s sole

shareholder gave notice that each

wished to redeem its shares. On that

date, the Short Duration Fund and the

Intermediate Duration Fund had assets

equal to $77,786,018 and $18,978,542

with net asset values per share of $9.72

and $9.49, respectively. On June 24,

1996, all of the assets of the Funds were

distributed in kind at net asset value to

each Fund’s sole shareholder.

4. In connection with the liquidation,

applicant has incurred certain expenses

such as professional fees, fees to the

administrator, transfer agent and

custodian, filing fees and expenses

associated with the winding up of

applicant’s affairs. The expenses

incurred by the Short Duration Fund

and the Intermediate Duration Fund

were approximately $84,987 and

$24,026, respectively. These expenses

were borne by the Funds. No brokerage

commissions were paid in connection

with the liquidation. The unamortized

organizational expenses of each Fund

were borne by its investment adviser,

PNC Institutional Management

Corporation.

5. Applicant has no assets,

securityholders, debts or liabilities.

Applicant is not a party to any litigation

or administrative proceeding. Applicant

is not now engaged, nor does it propose

to engage, in any business activities

other than those necessary for the

winding up of its affairs. Applicant

intends to file the necessary

documentation with the State of

Maryland to effect its dissolution as a

Maryland corporation.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–6970 Filed 3–19–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26686]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

March 14, 1997.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated thereunder. All interested

persons are referred to the application(s)

and/or declaration(s) for complete

statements of the proposed

transaction(s) summarized below. The

application(s) and/or declaration(s) and

any amendments thereto is/are available

for public inspection through the

Commission’s Office of Public

Reference.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

April 7, 1997, to the Secretary,

Securities and Exchange Commission,

Washington, D.C. 20549, and serve a

copy on the relevant applicant(s) and/or

declarant(s) at the address(es) specified

below. Proof of service (by affidavit or,

in case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing shall

identify specifically the issues of fact or

law that are disputed. A person who so

requests will be notified of any hearing,

if ordered, and will receive a copy of

any notice or order issued in the matter.

After said date, the application(s) and/

or declaration(s), as filed or as amended,

may be granted and/or permitted to

become effective.

Southern California Water Company

(70–9013)

Southern California Water Company

(‘‘SCWC’’), 630 East Foothill Boulevard,

San Dimas, California 91773, an electric

utility company, has filed an

application seeking an exemptive order

under section 3(a)(1) of the Act. SCWC

seeks the requested exemption, from all