26832 Federal Register / Vol. 63, No. 93 /Thursday, May 14, 1998 / Notices

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

23175; 812–11096]

Pax World Fund, Incorporated, et al.;

Notice of Application

May 7, 1998.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of application for an

order under sections 12(d)(1)(J) of the

Investment Company Act of 1940 (the

‘‘Act’’) for an exemption from section

12(d)(1) (A) and (B) of the Act, under

sections 6(c) and 17(b) of the Act for an

exemption from section 17(a) of the Act,

and under section 17(d) of the Act and

rule 17d–1 under the Act.

SUMMARY OF APPLICATION: The requested

order would permit certain registered

open-end management investment

companies to invest excess cash in an

affiliated money market fund.

APPLICANTS: Pax World Fund,

Incorporated (‘‘PWF’’), Pax World

Growth Fund, Inc. (‘‘PWGF’’), Pax

World Money Market Fund, Inc.

(‘‘PWMMF’’), and Pax World

Management Corp. (‘‘PWMC’’).

FILING DATES: The application was filed

on April 2, 1998. Applicants have

agreed to file an amendment during the

notice period, the substance of which is

reflected in this notice.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing by writing to the

Commission’s Secretary and serving

applicants with a copy of the request,

personally or by mail. Hearing requests

should be received by the Commission

by 5:30 p.m. on June 1, 1998, and

should be accompanied by proof of

service on applicants, 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

notification by writing to the

Commission’s Secretary.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 Fifth Street,

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

Applicants, 222 State Street,

Portsmouth, NH 03801–3853.

FOR FURTHER INFORMATION CONTACT:

Kathleen L. Knisely, Staff Attorney, at

(202) 942–0517, or George J. Zornada,

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

Commission’s Public Reference Branch,

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

20459 (tel. 202–942–8090).

Applicants’ Representations

1. PWF and PWGF are open-end

management investment companies

registered under the Act and organized

as Delaware corporations. PWMC, a

Delaware corporation, serves as the

investment adviser to PWF and PWGF.

H.G. Wellington Capital Management

(‘‘HGW’’) serves as investment subadviser to PGWF. HGW and PWMC are

registered under the Investment

Advisers Act of 1940 (‘‘Advisers Act’’).

2. PWMMF is an open-end

management investment company

registered under the Act and organized

as a Maryland corporation. PWMMF

seeks to maintain a stable net asset

value and is subject to rule 2a–7 under

the Act. PWMC serves as investment

adviser to PWMMF. Reich & Tang Asset

Management, L.P. (‘‘R&T’’) serves as

investment sub-adviser to PWMMF.

R&T is registered under the Advisers

Act. (PWMC, HGW, and R&T,

collectively, the ‘‘Investment

Advisers’’).

3. PWF and PWGF have, or may be

expected to have, uninvested cash

(‘‘Uninvested Cash’’) held by their

custodian. Uninvested Cash may result

from a variety of sources, including

dividends or interest received on

portfolio securities, unsettled securities

transactions, reserves held for

investment strategy purposes, scheduled

maturity of investments, liquidation of

investment securities to meet

anticipated redemptions, dividend

payments, or new monies received from

investors. Currently, PWF and PWGF

may invest Uninvested Cash directly in

individual short-term money market

instruments.

4. PWF and PWGF (the ‘‘Investing

Funds’’) wish to have the flexibility to

invest their Uninvested Cash in

PWMMF.1 Any investment of

Uninvested Cash in shares of PWMMF

will be in accordance with each

Investing Fund’s investment restrictions

and will be consistent with each

Investing Fund’s policies as set forth in

its prospectuses and statements of

additional information. Applicants

believe that the proposed transactions

may reduce transaction costs, create

more liquidity, increase returns, and

diversify holdings.

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

other acquired investment companies,

represent more than 10% of the

acquiring company’s outstanding total

assets. Section 12(d)(1)(B) of the Act

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 the investment

company.

2. Section 12(d)(1)(J) of the Act

provides that the Commission may

exempt any person, security, or

transaction (or classes thereof) 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.

3. Applicants request relief under

section 12(d)(1)(J) to permit the

Investing Funds to use Uninvested Cash

to acquire shares of PWMMF in excess

of the percentage limitations in section

12(d)(1)(A), provided however, that in

all cases the Investing Fund’s aggregate

investment of Uninvested Cash in

shares of PWMMF will not exceed 25%

of the Investing Fund’s total assets at

any time. Applicants also request relief

to permit PWMMF to sell its securities

to an Investing Fund in excess of the

percentage limitations in section

12(d)(1)(B). Applicants represent that

PWMMF will not acquire securities of

any other investment company in excess

of the limitation contained in section

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

4. Applicants believe that the

proposed arrangement does not result in

the abuses that sections 12(d)(1)(A) and

(B) were intended to prevent.

Applicants represent that the proposed

arrangement will not result in an

inappropriate layering of fees because

shares of PWMMF sold to the Investing

Funds will not be subject to a sales load,

redemption fee, asset-based distribution

fee or service fee. In addition, the

Investment Advisers will waive their

investment advisory fees for each

Investing Fund in an amount that offsets

the amount of the advisory fees of

PWMMF incurred by the Investing

Fund.
Federal Register / Vol. 63, No. 93 /Thursday, May 14, 1998 / Notices 26833

1When referred to individually, the Securities are

identified by their due dates (i.e., the ‘‘2006 Notes’’,

the ‘‘2008 Debentures’’, and the ‘‘2016

Debentures’’).

5. Section 17(a) of the Act makes it

unlawful for any affiliated person of a

registered investment company, acting

as principal, to sell or purchase any

security to or from the company.

Section 2(a)(3) of the Act defines an

affiliated person of an investment

company to include any investment

adviser to the investment company and

any person directly or indirectly

controlling, controlled by, or under

common control with the investment

adviser. The Investing Funds and

PWMMF share a common investment

adviser and thus may be deemed to be

under common control. As a result,

section 17(a) would prohibit the sale of

the shares of PWMMF to the Investing

Funds, and the redemption of the shares

by PWMMF.

6. Section 17(b) of the Act authorizes

the Commission to exempt a transaction

from section 17(a) of the Act if the terms

of the proposed transaction, including

the consideration to be paid or received,

are reasonable and fair and do not

involve overreaching on the part of any

person concerned, the proposed

transaction is consistent with the policy

of each investment company concerned,

and with the general purposes of the

Act.

7. Section 6(c) of the Act permits the

Commission to exempt persons or

transactions from any provision of the

Act, if the exemption is necessary or

appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the Act.

8. Applicants submit that their

request for relief satisfies the standards

in sections 17(b) and 6(c). Applicants

state that the Investing Funds will retain

their ability to invest Uninvested Cash

directly in money market instruments as

authorized by their respective

investment objectives and policies, if

they believe they can obtain a higher

rate of return, or for any other reason.

Similarly, PWMMF has the right to

discontinue selling shares to any of the

Investing Funds if PWMMF’s board of

directors determines that such sale

would adversely affect its portfolio

management and operations. In

addition, applicants note that shares of

PWMMF will be purchased and

redeemed at their net asset value, the

same consideration paid and received

for these shares by any other

shareholder.

9. Section 17(d) of the Act and rule

17d–1 under the Act prohibit an

affiliated person of an investment

company, acting as principal, from

participating or effecting any transaction

in connection with any joint enterprise

or joint arrangement in which the

investment company participates.

Applicants believe that each Investing

Fund, by participating in the proposed

transactions, and each Investment

Adviser of an Investing Fund, by

managing the assets of the Investing

Funds and PWMMF, could be deemed

to be participating in a joint

arrangement within the meaning of

section 17(d) and rule 17d–1 under the

Act.

10. In considering whether to grant an

exemption under rule 17d–1, the

Commission considers whether the

investment company’s participation in

such joint enterprise is consistent with

the provisions, policies, and purposes of

the Act, and the extent to which such

participation is on a basis different from

or less advantageous than that of other

participants. Applicants submit that the

Funds will participate in the proposed

transactions on a basis not different

from or less advantageous than that of

any other participant and that the

transactions will be consistent with the

Act.

Applicants’ Conditions

Applicants agree that any order

granting the requested relief shall be

subject to the following conditions:

1. Shares of PWMMF sold to and

redeemed by the Investing Funds will

not be subject to a sales load,

redemption fee, distribution fee under a

plan adopted in accordance with rule

12b–1 under the Act, or service fee (as

defined in rule 2830(b)(9) of the NASD’s

Conduct Rules).

2. The Investment Advisers will

waive their advisory fee for each

Investing Fund in an amount that offsets

the amount of the advisory fees of

PWMMF incurred by the Investing

Fund.

3. Each Investing Fund will invest

Uninvested Cash in, and hold shares of,

PWMMF only to the extent that the

Investing Fund’s aggregate investment

in PWMMF does not exceed 25% of the

Investing Fund’s total assets. For

purposes of this limitation, each

Investing Fund or series thereof will be

treated as a separate investment

company.

4. Investment in shares of PWMMF

will be in accordance with each

Investing Fund’s respective socially

responsible criteria and investment

restrictions, if any, and will be

consistent with each Investing Fund’s

policies as set forth in its prospectuses

and statements of additional

information.

5. Each Investing Fund and any future

fund that may rely on the order

requested hereunder will be advised by

PWMC or an entity controlling,

controlled by, or under common control

with PWMC.

6. PWMMF shall not acquire

securities of any other investment

company in excess of the limits

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

Act.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–12810 Filed 5–13–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISISON

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Rogers Cantel Inc.,

101⁄2% Senior Secured Notes Due

2006; 93⁄8% Senior Secured

Debentures Due 2008; 93⁄4 Senior

Secured Debentures Due 2016) File No.

1–14393

May 8, 1998.

Rogers Cantel 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 (‘‘Exchange Act’’) and Rule 12d2–

2(d) promulgated thereunder, to

withdraw the above specified securities

(‘‘Securities’’) 1 from listing and

registration on the New York Stock

Exchange, Inc. (‘‘NYSE’’ or

‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Securities from

listing and registration include the

following:

The Securities were issued pursuant

to three indentures, each dated May 30,

1996, and qualified under the Trust

Indenture Act of 1939, between the

Company and The Chase Manhattan

Bank (formerly Chemical Bank) as U.S.

Trustee and CIBC Mellon Trust

Company (formerly The R–M Trust

Company) as Canadian Trustee and

were sold in May 1996 pursuant to the

Registration Statement filed with the

Commission pursuant to the Securities

Act of 1933. The Securities are

registered pursuant to Section 12(b) of

the Exchange Act and are listed for

trading on the NYSE. There are

currently Cdn$160,000,000 of the 2006

Notes, US$510,000,000 of the 2008

Debentures; and US$175,000,000 of the