[Federal Register Volume 60, Number 207 (Thursday, October 26, 1995)]
[Notices]
[Pages 54906-54907]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-26549]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Rel. No. 21427; 811-3949]


Portfolios for Diversified Investment; Application for 
Deregulation

October 19, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Deregulation under the Investment 
Company Act of 1940 (``Act'').

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APPLICANT: Portfolios for Diversified Investment.

RELEVANT ACT SECTION: 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 June 21, 1995, and amended 
on August 22 and October 11, 1995.

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 November 13, 
1995, 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 who wish to 
be notified of a hearing may request such notification by writing to 
the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington, DC 20549. 
Applicant, Bellevue Park Corporate Center, 400 Belleuve Parkway, Suite 
100, Wilmington, DE 19809.

FOR FURTHER INFORMATION CONTACT:
Courtney S. Thornton, Senior Attorney, at (202) 942-0583, or C. David 
Messman, 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, which was originally incorporated in Maryland on 
January 18, 1984 as Diversified Investment Fund for Institutions, Inc., 
is an open-end diversified management investment company organized as a 
Massachusetts business trust.\1\ On January 26, 1984, applicant filed a 
notification of registration under section 8(a) of the Act and a 
registration statement relating to its shares on Form N-1 under the 
Securities Act of 1933 and section 8(b) of the Act. This registration 
statement became effective on June 26, 1994. Applicant's initial public 
offering commenced on July 12, 1984. Applicant offered shares in four 
series: Diversified Equity Appreciation Fund, Diversified Fixed Income 
Fund and Long Fixed Income Fund (``Fixed Income Fund''), Short Fixed 
Income Fund, and Intermediated Fixed Income Fund. Applicant is seeking 
to deregister as an investment company because the last of these 
series, the Fixed Income Fund, terminated in June 1995.

    \1\ Applicant subsequently changed its name to Diversified 
Investment Fund, Inc. (April 12, 1984), Diversified Securities Fund, 
Inc. (June 15, 1984), and Portfolios for Diversified Investment, 
Inc. (September 28, 1984). Finally, on June 11, 1985, applicant 
filed a declaration of trust with the State of Massachusetts under 
the name Portfolios for Diversified Investment.
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    2. At a meeting held on January 27, 1995, applicant's Board of 
Trustees approved an Agreement and Plan of Reorganization (``Plan''), 
between applicant and the PNC Fund, a registered, open-end management 
investment company. The Plan provided for the transfer of all assets 
and known liabilities of applicant's Fixed Income Fund in exchange for 
shares of the Institutional Class of the Intermediate-Term Bond 
Portfolio (the ``Bond Portfolio'') of the PNC Fund. The Board 
determined that the Plan would be likely to reduce the overall expense 
ratios for applicant's shareholders, and would provide potentially 
greater portfolio diversification.
    3. Applicant and The PNC Fund are both advised by PNC Institutional 
Management Corporation, and share common directors and a majority of 
officers. Applicant therefore relied on the exemption provided by rule 
17a-8 under the Act to effect the transaction.\2\ Consequently, the 
Board determined, in accordance with rule 17a-8, that the proposed 
transaction was advisable and in the best interest of the shareholders 

[[Page 54907]]
of the Fixed Income Fund, and that the interests of applicant's 
existing shareholders would not be diluted as a result of the 
transaction.

    \2\ Rule 17a-8 provides relief from the affiliated transaction 
prohibition of section 17(a) of the Act for a merger of investment 
companies that may be affiliated persons of each other solely by 
reason of having a common investment adviser, common directors, and/
or common officers.
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    4. Definitive proxy materials relating to the Plan were filed with 
the SEC on May 19, 1995, and proxy materials were mailed to applicant's 
shareholders during the week of May 15, 1995. Applicant's shareholders 
voted to approve the Plan at a special meeting of shareholders on June 
12, 1995.
    5. As of June 12, 1995, the Fixed Income Fund had 1,059,353.225 
shares outstanding with a net asset value per share of $9.76. A 
dividend in the amount of $.023212454 per share was declared and paid 
on June 16, 1995 to shareholders of the Fixed Income Fund. At the same 
time, pursuant to the Plan, the assets and known liabilities of the 
Fixed Income Fund were transferred to the Bond Portfolio in exchange 
for shares of the Bond Portfolio. Applicant then distributed the shares 
of the Bond Portfolio it received pro rata to its shareholders in 
complete liquidation of their interests in applicant.
    6. The expenses incurred in connection with the Plan consisted of 
legal fees, filing fees, and printing expenses in the amount of 
approximately $51,000. Of this amount, approximately $22,000 has been 
or will be paid by applicant, and approximately $29,000 has been or 
will be paid by the Bond Portfolio.
    7. At the time of the application, applicant had no shareholders, 
assets or liabilities, nor was applicant a party to any litigation or 
administrative proceeding. Applicant is not engaged in, 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 file a Certificate of Termination with the 
Commonwealth of Massachusetts.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-26549 Filed 10-25-95; 8:45 am]
BILLING CODE 8010-01-M