2198 Federal Register / Vol. 62, No. 10 / Wednesday, January 15, 1997 / Notices

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 director,

and/or common officers.

Rule 15c2–1

SEC File No. 270–418

OMB Control No. 3235-new

Notice is hereby given that pursuant

to the Paperwork Reduction Act of 1995

(44 U.S.C. 3501 et seq.), the Securities

and Exchange Commission

(‘‘Commission’’) has submitted to the

Office of Management and Budget a

request for approval of extension on the

following rule:

Rule 15c2–1 (17 CFR 240.15c2–1)

prohibits the commingling under the

same lien of securities of margin

customers (a) with other customers

without their written consent and (b)

with the broker or dealer. The rule also

prohibits the rehypothecation of

customers’ margin securities for a sum

in excess of the customer’s aggregate

indebtedness. See Securities Exchange

Act Release No. 2690 (November 15,

1940); Securities Exchange Act Release

No. 9428 (December 29, 1971). Pursuant

to Rule 15c2–1, respondents must

collect information necessary to prevent

the rehypothecation of customer

account in contravention of the rule,

issue and retain copies of notices of

hypothecation of customer accounts in

accordance with the rule, and collect

written consents from customers in

accordance with the rule. The

information is necessary to ensure

compliance with the rule, and to advise

customers of the rule’s protections.

There are approximately 258

respondents per year (i.e., brokerdealers that carry or clear customer

accounts that also have bank loans) that

require an aggregate total of 4,805 hours

to comply with the rule. Each of these

approximately 258 registered brokerdealers makes an estimated 45 annual

responses, for an aggregate total of

11,610 responses per year. Each

response takes approximately 0.5 hours

to complete. Thus, the total compliance

burden per year is 5,805 burden hours.

The approximate cost per hour is $20,

resulting in a total cost of compliance

for the respondents of $116,100 (5,805

hours @ $20 per hour).

General comments regarding the

estimated burden hours should be

directed to the Desk Officer for the

Securities and Exchange Commission at

the address below. Any comments

concerning the accuracy of the

estimated average burden hours for

compliance with Commission rules and

forms should be directed to Michael E.

Bartell, Associate Executive Director,

Office of Information Technology,

Securities and Exchange Commission,

450 Fifth Street, N.W., Washington, D.C.

20549 and Desk Officer for the

Securities and Exchange Commission,

Office of Information and Regulatory

Affairs, Office of Management and

Budget, Room 3208, New Executive

Office Building, Washington, D.C.

20503.

Dated: January 6, 1996.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–903 Filed 1–14–97; 8:45 am]

BILLING CODE 8010–01–M

[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’’).

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.

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
Federal Register / Vol. 62, No. 10 / Wednesday, January 15, 1997 / Notices 2199

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 MultiSector 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

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Ducommun

Incorporated, Common Stock, $.01 Par

Value) File No. 1–8174

January 9, 1997.

Ducommun Incorporated

(‘‘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’’) and Pacific

Stock Exchange, Inc. (‘‘PSE’’).

The reasons alleged in the application

for withdrawing the Security from

listing and registration include the

following:

According to the Company, the

Security began trading on the New York

Stock Exchange, Inc. (‘‘NYSE’’) on

November 15, 1996. In order to avoid

direct and indirect costs and the

division of the market resulting from

dual listing on Amex, PSE and NYSE,

the Company’s Board of Directors

directed that the Security be delisted

from the Amex and PSE.

Any interested person may, on or

before January 31, 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 delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–898 Filed 1–14–97; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Epitope, Inc., Common

Stock, No Par Value) File No. 1–10492

January 9, 1997.

Epitope, 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’’) for

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, its Board

of Directors unanimously approved

resolutions on October 14, 1996 to

withdraw the Security from listing on

the Amex and instead, to list the

Security on the National Tier of the

Nasdaq Stock Market (‘‘Nasdaq/NMS’’).

The decision of the Board followed a

presentation made by the Company’s

investment advisor, Vector Securities

International, Inc. and the Board’s

discussion and consideration of the

matter. The Board’s decision was based

on the belief that listing the Security on

the Nasdaq/NMS will be more beneficial

to the Company’s shareholders than the

present listing on the Amex because:

(a) The Nasdaq/NMS system of

competing market makers should result

in greater visibility and sponsorship for

the Security of the Company than is

currently the case under the single

specialist system on the Amex;

(b) Greater liquidity and less volatility

in prices per share when trading volume

is light might be expected as a result of

listing on the Nasdaq/NMS than is

presently the case on the Amex;

(c) Listing on the Nasdaq/NMS system

might be expected to result in there

being a greater number of market makers

in the Security of the Company and

expanded capital base available for

trading in such stock; and

(d) Because it might be expected that

a larger number of firms will make a

market in the Security, it might also be

expected that there will be a greater

interest in information and research

reports respecting the Company and as

a result there may be an increase in the

number of institutional research and

advisory reports reaching the

investment community with respect to

the Company.

Any interested person may, on or

before January 31, 1997 submit by letter

to the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,