19648 Federal Register / Vol. 61, No. 86 / Thursday, May 2, 1996 / Notices

fractional shares, and accruals on such

securities.

Applicant’s Legal Analysis

1. Section 17(a)(2) of the Act makes it

unlawful for an affiliated person of a

registered investment company or an

affiliated person of such a person, acting

as principal, to knowingly purchase

from such registered investment

company any security or other property

(except securities of which the seller is

the issuer). Section 2(a)(3)(A) of the Act

defines ‘‘affiliated person’’ to include

any person owning 5% or more of the

outstanding voting securities of such

other person. The Pension Trust owns

beneficially and of record in excess of

5% of each Fund’s shares and, thus, is

an affiliated person of each Fund. To the

extent that a Proposed In-Kind

Redemption would be considered to

involve the purchase of portfolio

securities (of which the applicable Fund

is not the issuer) by the Pension Trust,

the Proposed In-Kind Redemption

would be prohibited by section 17(a)(2).

2. Section 17(b) provides that the SEC

shall exempt proposed transactions

from the restrictions of 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 policy

of each registered investment company

involved; and (c) the proposed

transaction is consistent with the

general purposes of the Act.

3. Applicant submits that the terms of

each Proposed In-Kind Redemption

meet the standards set forth in section

17(b). Applicant believes that the terms

of each Proposed In-Kind Redemption

do not involve overreaching on the part

of any person and are reasonable and

fair to the affected Fund, its

shareholders, and the Pension Trust

because the portfolio securities to be

distributed will be valued according to

an objective, verifiable standard.

Similarly, each Proposed In-Kind

Redemption is consistent with the

investment policies of the Trust and the

applicable Fund, as set forth in the

Funds’ Prospectus, which expressly

discloses each Fund’s ability to redeem

shares in kind. Finally, applicant

believes that the Proposed In-Kind

Redemptions are consistent with the

general purposes of the Act to protect

security holders of investment

companies from discrimination among

holders of securities issued by such

companies and from self-dealing on the

part of investment company affiliates to

the detriment of other security holders.

Applicants assert that neither the

Adviser nor the Pension Trust has any

opportunity to select the portfolio

securities to be distributed to the

Pension Trust. In addition, applicants

state that the Pension Trust would

receive the same ‘‘in kind’’ distribution

of portfolio securities and cash on the

same basis as any other shareholder

wishing to redeem shares valued in

excess of $250,000 in any 90-day period.

Thus, the Pension Trust would not

receive any advantage not available to

any other shareholder requesting a

comparable redemption.

Applicant’s Conditions

Applicant agrees that any order

granting the requested relief will be

subject to the following conditions:

1. The portfolio securities of each

Fund distributed to the Pension Trust

pursuant to a redemption in king (the

‘‘In-Kind Securities’’) will be limited to

securities that are traded on a public

securities market or for which quoted

bid prices are available.

2. The In-Kind Securities will be

distributed by each Fund on a pro rata

basis after excluding: (a) Securities that,

if distributed, would be required to be

registered under the Securities Act; (b)

securities issued by entities in countries

that (i) restrict or prohibit the holding of

securities by non-nationals other than

through qualified investment vehicles

such as the Fund, or (ii) permit transfers

of ownership of securities to be effected

only by transactions conducted on a

local stock exchange; and (c) certain

portfolio assets (such as forward foreign

currency exchange contracts, futures

and options contracts and repurchase

agreements) that, although they may be

liquid and marketable, must be traded

through the marketplace or with the

counterparty to the transaction in order

to effect a change in beneficial

ownership. Cash will be paid for that

portion of each Fund’s assets

represented by cash equivalents (such as

certificates of deposit, commercial

paper, and repurchase agreements) and

other assets that are not readily

distributable (including receivables and

prepaid expenses), net of all liabilities

(including accounts payable). In

addition, each Fund will distribute cash

in lieu of any securities held in the

Fund’s portfolio not amounting to round

lots (or that would not amount to round

lots if included in the in-kind

distribution), fractional shares, and

accruals on such securities.

3. The In-Kind Securities distributed

to the Pension Trust will be valued in

the same manner as they would be

valued for purposes of computing each

Fund’s net asset value, which, in the

case of securities traded on a public

securities market for which quotations

are available, is their last reported trade

price on the exchange on which the

securities are principally traded, or, if

there is no such reported price, is the

last quoted bid price.

4. Each Fund will maintain and

preserve for a period of not less than six

years from the end of the fiscal year in

which the applicable Proposed In-Kind

Redemption by the Pension Trust

occurred, the first two years in an easily

accessible place, a written record of

such redemption setting forth a

description of each security distributed,

the terms of the distribution, and the

information or materials upon which

the valuation was made.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–10923 Filed 5–1–96; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

21919; 811–5287]

Pound Sterling Performance Portfolio

L.P.; Notice of Application

April 26, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Pound Sterling Performance

Portfolio L.P.

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 July 14, 1995, and an amendment

thereto on April 17, 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

May 21, 1996, 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, 540 Fifth

Street, N.W., Washington, D.C. 20549.
Federal Register / Vol. 61, No. 86 / Thursday, May 2, 1996 / Notices 19649

Applicant, 388 Greenwich Street, New

York, New York 10013.

FOR FURTHER INFORMATION CONTACT:

Diane L. Titus, Paralegal Specialist, at

(202) 942–0584, or Robert A. Robertson,

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 is an open-end, nondiversified management investment

company that was organized as a

limited partnership under the laws of

the State of Delaware. On August 17,

1987, applicant registered as an

investment company under the Act. On

that same date, applicant filed a

registration statement on Form N–1A

under section 8(b) of the Act and the

Securities Act of 1933. The registration

statement became effective on

November 9, 1988 and the initial public

offering commenced shortly thereafter.

2. On January 7, 1992, in light of

applicant’s small asset size and the

unlikelihood of achieving efficiencies of

economy the individual general partners

of applicant, including the individual

general partners who are not interested

persons, unanimously approved a Plan

of Dissolution, Liquidation and

Termination (the ‘‘Plan’’). The Plan

providing for the dissolution of

applicant, the liquidation of applicant’s

assets and the distribution of all the

proceeds of such liquidation, which

were in cash form, less an amount

provided for debts and liabilities of

applicant, to the shareholders of

applicant.

3. On or about March 26, 1992, proxy

materials were mailed to the

shareholders and filed with the SEC.

The shareholders of applicant approved

the Plan on April 30, 1992.

4. As of April 30, 1992, there were

342,269.038 shares of partnership

interest of applicant outstanding, having

a net asset value of $3,306,328.56 and a

per share net asset value of $9.66. As of

May 1, 1992, assets were distributed to

the shareholders and accordingly there

are no shares of partnership interest or

any other class of securities outstanding.

5. In connection with its liquidation,

applicant incurred expenses of

approximately $63,922.63, which were

borne by applicant’s adviser and

administrator. The expenses consisted

of accounting, printing, administrative

and certain legal expenses.

6. As of the filing date of this

application, applicant had no

shareholders, liabilities, or assets.

Applicant is not a party to any litigation

or administrative proceeding.

7. 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.

8. Applicant intends to terminate its

existence under the laws of the State of

Delaware.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–10927 Filed 5–1–96; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

21918; 811–8980]

Schwab Advantage Trust; Notice of

Application

April 26, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Schwab Advantage Trust.

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 March 8, 1996, and amended on

April 18, 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

May 21, 1996, 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, 101 Montgomery Street, San

Francisco, California 94104, Attention:

David H. Lui, Esq.

FOR FURTHER INFORMATION CONTACT:

Diane L. Titus, Paralegal Specialist, at

(202) 942–0584, 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 is an open-end

management investment company

organized as a Massachusetts business

trust. Applicant has three portfolios:

Schwab Value Advantage Tax-Free

Money Fund, Schwab Value Advantage

California Tax-Free Money Fund, and

Schwab Value Advantage New York

Tax-Free Money Fund. On February 21,

1995, applicant registered under the Act

and filed a registration statement under

the Act and the Securities Act of 1933

on Form N–1A. Applicant’s registration

statement was never declared effective,

and applicant never issued or sold any

securities.

2. At a regularly scheduled meeting of

applicant’s Board of Trustees, it was

determined that it was advisable and in

the best interests of applicant to

withdraw its registration statement with

the SEC, cease to be registered as an

investment company and terminate its

existence as a Massachusetts business

trust.

3. Applicant has no shareholders,

liabilities or assets. Applicant is not a

party to any litigation or administrative

proceeding.

4. 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 has filed a Notice of

Termination with the Secretary of State

of The Commonwealth of

Massachusetts.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–10928 Filed 5–1–96; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

21917; 811–5288]

Yen Performance Portfolio L.P.; Notice

of Application

April 26, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).