[Federal Register Volume 60, Number 129 (Thursday, July 6, 1995)]
[Notices]
[Pages 35241-35242]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-16575]



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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-21175; No. 811-3288]


Pacific Corinthian Variable Fund

June 29, 1995.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of application for an order under the Investment Company 
Act of 1940 (``1940 Act'').

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APPLICANT: Pacific Corinthian Variable Fund.

RELEVANT 1940 ACT SECTION: Order requested under Section 8(f) of the 
1940 Act.

SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has 
ceased to be an investment company as defined in the 1940 Act.

FILING DATE: The application was filed on March 31, 1995.

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 Secretary of the SEC 
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 
July 24, 1995, 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 requestor's 
interest, the reason for the request, and the issues contested. Persons 
may request notice of the hearing by writing to the Secretary of the 
SEC.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 5th 
Street, N.W., Washington, DC 20549. Applicant, Pacific Corinthian 
Variable Fund, 700 Newport Drive, Newport Beach, CA 92660, c/o Diane N. 
Ledger.

FOR FURTHER INFORMATION CONTACT:
Kathleen Knisely or Patrice M. Pitts, Special Counsel, Office of 
Insurance Products (Division of Investment Management), at (202) 942-
0670.

SUPPLEMENTARY INFORMATION: Following is a summary of the application. 
The complete application is available for a fee from the Public 
Reference Branch of the SEC.

Applicant's Representations

    1. On October 15, 1981, Applicant filed a registration statement 
under Section 8(b) of the 1940 Act, and filed a Form N-1 to register an 
indefinite number of shares under the Securities Act of 1933. The Form 
N-1 registration statement was declared effective on October 19, 1983, 
and the initial public offering commenced within three months 
thereafter.
    2. At a meeting on July 24, 1994, Applicant's Board of Directors 
approved an Agreement and Plan of Reorganization between Pacific Select 
Fund and Applicant (``Agreement and Plan''), and recommended approval 
by the Applicant's shareholders of the transactions proposed in that 
Agreement and Plan. More specifically, pursuant to the Agreement and 
Plan, series of Pacific Select Fund (``Acquiring Series'') would 
acquire all of the assets of series of Applicant (``Acquired Series'') 
in exchange for shares of beneficial interest in the respective 
Acquiring Series and the assumption by the Acquiring Series of certain 
identified liabilities of the Acquired Series (such transactions shall 
be referred to herein as ``Reorganizations''). The net asset value of 
shares issued in connection with the exchange would equal the net asset 
value of the shares of each Acquired Series then outstanding.
    3. As part of the effort to secure shareholder approval of the 
Agreement and Plan, Pacific Select Fund filed a Form N-14 registration 
statement with the Commission on July 20, 1994; that Form N-14 
registration statement became effective on August 19, 1994. A proxy 
statement/prospectus was sent to shareholders of the Applicant on or 
about September 19, 1994.
    4. The Reorganizations were approved by the requisite vote of the 
shareholders of each Acquired Series at a Special Meeting of 
Shareholders held on October 24, 1994.
    5. In connection with the Reorganizations, Pacific Select Fund and 
Applicant submitted an application for an order of the Commission 
pursuant to Section 17(b) of the 1940 Act, seeking exemption from 
Section 17(a) of the 1940 Act to the extent necessary to permit the 
assets of Applicant to be transferred to and combined with the assets 
of Pacific Select Fund in exchange for shares of Pacific Select Fund. 
The order was granted on November 29, 1994.
    6. The Agreement and Plan was executed on November 14, 1994. 
Pursuant to the Agreement and Plan, shares of the respective Acquiring 
Series were distributed to shareholders of the 

[[Page 35242]]
respective Acquired Series. As a result of this transaction, each 
shareholder of an Acquired Series ceased to be a shareholder of the 
Acquired Series and received that number of full and fractional shares 
of the respective Acquiring Series having an aggregate net asset value 
equal to the aggregate net asset value of such shareholder's shares of 
an Acquired Series as of December 30, 1994.
    7. On December 31, 1994, pursuant to the Agreement and Plan, 
Applicant transferred to the Acquiring Series all of the assets and 
certain identified liabilities of the Acquired Series, and ceased 
operations.
    8. Other than as described above, during the last 18 months, 
Applicant has not transferred any of its assets to a separate trust, 
the beneficiaries of which were or are security holders of Applicant.
    9. Presently, no assets are retained by the Acquired Series, and no 
other debts or liabilities of the Applicant remain outstanding.
    10. The expenses applicable to the transfer of the Applicant's 
assets, certain accounting, administrative and legal expenses, were 
borne by the Applicant, Pacific Select Fund, and Pacific Mutual Life 
Insurance Company (the Applicant's investment adviser), with the 
Applicant and Pacific Select Fund each bearing no more than one-third 
of the expenses. No series of either Applicant or Pacific Select Fund 
bore expenses to the extent that such expenses had a material impact on 
a series net asset value. For these purposes, an expense was considered 
material if its impact on the net asset value per share of a series 
equalled or exceeded $.01 per share.
    11. No brokerage commissions were paid in connection with the 
Reorganizations.
    12. Expenses of liquidating, dissolving and dergistering the 
Applicant will be paid from assets paid by the Applicant to Pacific 
Select Fund which, pursuant to Agreement and Plan, were designated for 
such purposes in an amount up to $2000 for each Acquired Series. Any 
additional costs will be paid by Pacific Mutual Life Insurance Company, 
not the Applicant or Pacific Select Fund.
    13. 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.
    14. Other than the administrative proceeding initiated by the 
filing of this application, Applicant was not a party to any litigation 
or administrative proceeding at the time of the filing of this 
application.
    15. Applicant has made all filings under the 1940 Act, including 
Form N-SAR filings, for each period for which such filings were 
required.
    16. The Applicant, a California corporation, intends to file a 
Certificate of Dissolution with the State.

    For the Commission, by the Division of the Investment 
Management, pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-16575 Filed 7-5-95; 8:45 am]
BILLING CODE 8010-01-M