[Federal Register Volume 61, Number 161 (Monday, August 19, 1996)]
[Notices]
[Pages 42923-42925]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-21055]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 22138; 812-10196]


Benham California Tax-Free Trust, et al.; Notice of Application

August 13, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').

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

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Applicants: Benham California Tax-Free Trust; Benham Equity Funds; 
Benham Financial Services, Inc. (``BFS''); Benham Government Income 
Trust; Benham International Funds; Benham Investment Trust; Benham 
Management Corporation (``BMC''); Benham Manager Funds; Benham 
Municipal Trust; Benham Target Maturities Trust; Capital Preservation 
Fund, Inc.; Capital Preservation Fund II, Inc.; all future investment 
companies for which BMC acts as investment adviser and all existing and 
future series of the foregoing investment companies (the ``Benham 
Funds''); Investors Research Corporation (``IRC''); TCI Portfolios, 
Inc.; Twentieth Century Capital Portfolios, Inc.; Twentieth Century 
Investors, Inc.; Twentieth Century Premium Reserves Inc.; Twentieth 
Century Services, Inc. (``TCS''); Twentieth Century Strategic Asset 
Allocations, Inc.; Twentieth Century World Investors, Inc.; all future 
investment companies for which IRC acts as investment adviser and all 
existing and future series of the foregoing investment companies (the 
``Twentieth Century Funds,'' together with the Benham Funds, the 
``Funds''); and any future investment adviser to the Funds which is a 
direct or indirect wholly-owned subsidiary of Twentieth Century 
Companies, Inc. (``TCC''), BFS, and TCS.

Relevant Act Section: Order requested under section 17(d) of the Act 
and rule 17d-1 thereunder.

SUMMARY OF APPLICATION: Applicants request an order to permit certain 
investment companies to deposit their uninvested cash in joint accounts 
and invest the cash in short-term investments, including repurchase 
agreements.

FILING DATE: The application was filed on June 11, 1996, and amended on 
August 12, 1996. Applicants inadvertently indicated on the application 
and the amendment that the file number was 812-7549. The correct file 
number is 812-10196.

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 September 9, 
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. Applicants, 1665 Charleston Road, Mountain View, CA 94043 or 
4500 Main Street, Kansas City, Missouri 64141-6200.

FOR FURTHER INFORMATION CONTACT: Mary T. Geffroy, Staff Attorney, at 
(202) 942-0553, 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. Each of the Funds currently has an effective registration 
statement under the Act and maintains a public offering of its shares 
or shares of its various series or portfolios. BMC is a registered 
investment adviser under the Act and serves as investment adviser to 
the Benham Funds. IRC is a registered investment adviser under the Act 
and serves as investment adviser to the Twentieth Century Funds, and to 
individual, corporate, charitable, and retirement accounts (``Private 
Accounts''). BFS serves as transfer agent for the Benham Funds. TCS 
serves as transfer agent to the Twentieth Century Funds. BFS, BMC, IRC, 
and TCS are wholly-owned subsidiaries of TCC, a Delaware corporation.
    2. Applicants request that any relief granted pursuant to the 
application apply to any present or future registered investment 
companies that are advised by BMC, IRC, or any wholly-owned subsidiary 
of TCC; Private Accounts for which BMC or IRC serve as investment 
adviser; and any entity controlling, controlled by, or under common 
control with TCS and BFS that serves as transfer agent for any of the 
Funds. All Funds that intend to rely upon the requested order are named 
as applicants.
    3. The SEC previously issued an order that allows the Benham Funds 
to use a Joint Account to purchase repurchase agreements on a pooled 
basis.\1\ On June 1, 1995, BMC, BFS and their affiliates were acquired 
by TCC. As a result of this transaction, the Twentieth Century Funds 
became affiliates of the Benham Funds. Because the previous order does 
not extend to the Twentieth Century Funds, applicants seek a new order 
that grants authorization to the Benham Funds and the Twentieth Century 
Funds to use Joint Accounts. In addition, applicants seek to adopt the 
conditions that the SEC now requires of applicants who request this 
type of relief, and to revise the nature of the relief granted to 
include investments other than repurchase agreements.
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    \1\ Benham Equity Funds, Investment Company Act Release Nos. 
17984 (Feb. 6, 1991) (notice) and 18035 (Mar. 12, 1991) (order).
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    4. Applicants propose to allow each Fund to participate in joint 
account arrangements (``Joint Accounts'') for the purposes of investing 
in: (a) repurchase agreements collateralized fully, as defined in rule 
2a-7 under the Act; (b) interest-bearing or discounted commercial 
paper, including dollar denominated commercial paper of foreign 
issuers; and (c) any other short-term money market instruments, 
including variable rate demand notes and other tax-exempt money market 
instruments, that constitute ``Eligible Securities'' (as defined in 
rule 2a-7 under the Act) (collectively, ``Short-Term Investments'') as 
permitted by its investment policies and restrictions.
    5. Each of the Funds and Private Accounts (collectively, 
``Participants'') has, or may be expected to have, uninvested cash 
balances with its custodian bank which would not otherwise be invested 
in portfolio securities by the portfolio manager at the end of each 
trading day. In the normal course of business, such assets of each 
Participant are, or would be, invested in Short-Term Investments in

[[Page 42924]]

order to earn additional income for that Participant.
    6. BFS, as transfer agent for the Benham Funds, maintains certain 
accounts on behalf of the Benham Funds at a variety of banks and 
financial institutions. Each of the Twentieth Century Funds maintains a 
similar account at a local banking institution. Monies forwarded to BFS 
or TCS by investors for the purchase of additional shares of the Funds 
are placed in these accounts (``Purchase Accounts'') while purchase 
orders are processed. The money deposited in the Purchase Accounts is 
not available for investment by a Fund until it is wired to each Fund's 
custodian bank the following day. The Funds, do, however, earn income 
on monies deposited in a Purchase Account. Applicants propose to 
establish a single joint Purchase Account into which purchase checks 
received by all of the Participants would be deposited. The 
Participants would negotiate the rate of interest on monies held in the 
joint Purchase Account. The joint Purchase Account would operate as, 
and be subject to the conditions for, a Joint Account, except that 
money placed in a joint Purchase Account would be invested only in 
repurchase agreements.
    7. Participants may, but are not obligated to, invest not only cash 
which in the absence of a Joint Account would remain uninvested, but 
also cash which in the absence of a Joint Account would be individually 
invested in Short-Term Investments pursuant to a Participant's 
investment policies.
    8. The record owner of a Joint Account or joint Purchase Account 
will be the participant's custodian or a nominee of the Participant's 
respective custodians. Each Participant that deposits cash into a Joint 
Account or joint Purchase Account will be beneficial owner of: (a) the 
cash so deposited plus interest, if any earned thereon; and (b) the 
Participant's pro rata share of any securities and income from any 
securities purchased with the Participant's cash.
    9. Each Participant would participate in the Joint Account on the 
same basis as every other Participant in conformity with its 
fundamental investment objectives and restrictions. Future participants 
will be required to participate in the Joint Account on the same terms 
and conditions as the existing Participants. BMC, IRC, and any future 
investment adviser or subadviser to the Participants, which is a direct 
or indirect wholly-owned subsidiary of TCC (``Advisers'') would have no 
monetary participation in the account, but would be responsible for 
investing amounts in the account, establishing accounting and control 
procedures, and ensuring the equal treatment of each Participant.
    10. Each of the Participants has established the same systems and 
standards relating to repurchase agreements. These standards include 
creditworthiness standards for issuers of repurchase agreements and for 
collateral, and requirements that the repurchase agreement will be at 
least 100% collateralized at all times.
    11. The Participants generally do not enter into repurchase 
agreements in which the counterparty (or one of its affiliated persons) 
may have possession of, or control over, the collateral which is the 
subject of the agreement (``Hold-in Custody Repurchase Agreements''). 
The Participants will not enter into Hold-in Custody Repurchase 
Agreements with their custodian banks except in those cases where cash 
is received very late in the business day and otherwise would be 
unavailable for investment.

Applicants' Legal Analysis

    1. Section 17(d) of the Act makes it unlawful for an affiliated 
person of a registered investment company, acting as principal, to 
effect any transaction in which the registered investment company is a 
joint or a joint and several participant with such person in 
contravention of rules and regulations proscribed by the SEC. Rule 17d-
1 provides that an affiliated person of a registered investment 
company, acting as principal, shall not participate in, or effect any 
transaction in connection with, any joint enterprise or other joint 
arrangement in which the registered investment company is a participant 
unless the SEC has issued an order approving the arrangement.
    2. Each Participant, by participating in a Joint Account or joint 
Purchase Account, and the Advisers, by managing the Joint Account or 
joint Purchase Account, could be deemed to be ``joint participants'' in 
a transaction within the meaning of section 17(d). In addition, the 
proposed accounts could be deemed to be ``joint enterprises or other 
joint arrangements'' within the meaning of rule 17d-1.
    3. Applicants represent that the proposed method of operating the 
Joint Account will not result in any conflicts of interest between any 
of the Participants or between a Participant and its respective 
Adviser. Applicants believe that there does not appear to be any way in 
which operations of the Joint Account would result in greater benefit 
to one Participant than to another.
    4. Applicants believe that the Joint Accounts could result in 
certain benefits to the Participants. For example, the Participants may 
earn a higher rate of return on investments through the Joint Accounts 
relative to the returns they could earn individually. Under most market 
conditions, it is possible to negotiate a rate of return on larger 
repurchase agreements that is higher than the rate on smaller 
repurchase agreements.
    5. Applicants believe that one of the benefits of the Joint 
Accounts is that by reducing the number of trade tickets which each 
government securities dealer will have to write, repurchase 
transactions will be simplified for those organizations, with a 
concomitant reduction for errors.
    6. For the reasons set forth above, applicants believe that 
granting the requested order is consistent with the protection of 
investors and the purposes fairly intended by the policies and 
provisions of the Act and the intention of rule 17d-1.

Applicants' Conditions

    Applicants will comply with the following procedures as conditions 
to any SEC order:
    1. The Joint Accounts or joint Purchase Accounts will not be 
distinguishable from any other accounts maintained by the Participants 
at their custodians except that monies from the Participants will be 
deposited in the Joint Account or joint Purchase Account on a 
commingled basis. The Joint Accounts or joint Purchase Accounts will 
not have separate existences and will not have any indicia of separate 
legal entities. The sole function of the Joint Accounts will be to 
provide a convenient way of aggregating individual transactions which 
would otherwise require daily management by the Advisers of uninvested 
cash balances.
    2. Cash in the Joint Accounts will be invested in one or more of 
the following, as directed by the Advisers: (a) repurchase agreements 
``collateralized fully'' as defined in rule 2a-7 under the Act; (b) 
interest-bearing or discounted commercial paper, including dollar 
denominated commercial paper of foreign issuers; and (c) any other 
short-term money market instruments, including variable rate demand 
notes and other tax-exempt money market instruments, that constitute 
``Eligible Securities'' (as defined in rule 2a-7 under the Act). Cash 
in the joint Purchase Accounts will earn a negotiated rate of interest 
or be invested in overnight repurchase agreements ``collateralized 
fully'' as

[[Page 42925]]

defined in rule 2a-7 under the Act. No Participant would be permitted 
to invest in a Joint Account or joint Purchase Account unless the 
Short-Term Investments made by the Participant in such Joint Account or 
joint Purchase Account satisfied the investment policies and guidelines 
of that Participant. Short-Term Investments that are repurchase 
agreements would have a remaining maturity of 60 days or less and other 
Short-Term Investments would have a remaining maturity of 90 days or 
less, as calculated in accordance with rule 2a-7 under the Act.
    3. All assets held in the Joint Accounts would be valued on an 
amortized cost basis to the extent permitted by applicable SEC 
releases, rules, or orders.
    4. Each Participant that is a registered investment company valuing 
its net assets in reliance on rule 2a-7 under the Act will use the 
average maturity of the instruments in the Joint Account in which such 
Participant has an interest (determined on a dollar-weighted basis) for 
the purpose of computing its average portfolio maturity with respect to 
its portion of assets held in a Joint Account on that day.
    5. In order to assure that there will be no opportunity for one 
Participant to use any part of a balance of a Joint Account or joint 
Purchase Account credited to another Participant, no Participant will 
be allowed to create a negative balance in any Joint Account or joint 
Purchase Account for any reason, although each Participant would be 
permitted to draw down its entire balance at any time. In no case would 
an early termination by less than all Participants be permitted if it 
would reduce the principal amount or yield received by other 
Participants in a particular Joint Account or joint Purchase Account or 
otherwise adversely affect the other Participants. Each Participant's 
decision to invest in a Joint Account would be solely at its option, 
and no Participant will be obligated to invest in the Joint Account or 
to maintain any minimum balance in the Joint Account. In addition, each 
Participant will retain the sole rights of ownership of any of its 
assets invested in the Joint Account or joint Purchase Account, 
including interest payable on such assets invested in the Joint Account 
or joint Purchase Account.
    6. The Advisers will administer the investment of cash balances in, 
and the operation of, the Joint Accounts or joint Purchase Accounts as 
part of their general duties under their advisory agreements with 
Participants and will not collect any additional or separate fees for 
advising any Joint Account or joint Purchase Account.
    7. The administration of the Joint Accounts or joint Purchase 
Accounts will be within the fidelity bond coverage required by section 
17(g) of the Act and rule 17g-1 thereunder.
    8. The directors or trustees of the Funds will adopt procedures 
pursuant to which the Joint Accounts or joint Purchase Accounts will 
operate, which will be reasonably designed to provide that the 
requirements of the application will be met. The directors or trustees 
will make and approve such changes as they deem necessary to ensure 
that such procedures are followed. The directors or trustees will 
determine, no less frequently than annually, that the Joint Accounts 
have been operated in accordance with the proposed procedures. 
Furthermore, the directors or trustees will only permit a Participant 
to continue to participate in a Joint Account or joint Purchase Account 
if they determine that there is a reasonable likelihood that the 
Participant and its shareholders will benefit from the Participant's 
continued participation.
    9. Any Short-Term Investment made through the Joint Accounts will 
satisfy the investment criteria of all Participants in that investment. 
Repurchase agreements purchased through a joint Purchase Account will 
satisfy the investment criteria of all Participants in the investment.
    10. Each Participant's investment in a Joint Account will be 
documented daily on the books of each Participant and the books of its 
custodian. Each Participant will maintain records (in conformity with 
section 31 of the Act and rules thereunder) documenting for any given 
day, its aggregate investment in a Joint Account and its pro rata share 
of each Short-Term Investment made through such Joint Account. Each 
Participant that is not a registered investment company or registered 
investment adviser will make available to the SEC, upon request, such 
books and records with respect to its participation in a Joint Account.
    11. Every Participant in the Joint Accounts will not necessarily 
have its cash invested in every Short-Term Investment. However, to the 
extent that a Participant's cash is applied to a particular Short-Term 
Investment, the Participant will participate in and own its 
proportionate share of such Short-Term Investment, and any income 
earned or accrued thereon, based upon the percentage of such investment 
purchased with monies contributed by the Participant. This condition 
shall also apply to the repurchase agreements purchased through a joint 
Purchase Account.
    12. Short-Term Investments held in a Joint Account generally will 
not be sold prior to maturity except if: (a) The Advisers believe the 
investment no longer presents minimal credit risks; (b) the investment 
no longer satisfies the investment criteria of all Participants in the 
investment because of downgrading or otherwise; or (c) in the case of a 
repurchase agreement, the counterparty defaults. The Adviser may, 
however, sell any Short-Term Investment (or any fractional portion 
thereof) on behalf of some or all Participants prior to the maturity of 
the investment if the cost of such transaction will be borne solely by 
the selling Participants and the transaction will not adversely affect 
other Participants. Each Participant in a Joint Account will be deemed 
to have consented to such sale and partition of the investments in the 
Joint Account.
    13. Short-Term Investments held through a Joint Account with a 
remaining maturity of more than seven days, as calculated pursuant to 
rule 2a-7 under the Act, will be considered illiquid (``Illiquid Joint 
Account Investments''). For any Participant that is an open-end 
investment company registered under the Act, if an Adviser cannot sell 
the instrument, or the Participant's fractional interest in such 
instrument, pursuant to the preceding condition, such Illiquid Joint 
Account Investments shall be included among those securities which are 
subject to the restriction that the fund may not invest more than 15% 
(or such other percentage as set forth by the SEC from time to time) of 
its net assets in illiquid securities.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-21055 Filed 8-16-96; 8:45 am]
BILLING CODE 8010-01-M