<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FINAL RULE 24F-2 NOTICE
FOR
PORTFOLIOS FOR DIVERSIFIED INVESTMENT (the "Trust")
---------------------------------------------------
(Name of Registrant)
Securities Act of 1933 File No. 2-89117
---------------------------------------
400 Bellevue Parkway
Suite 100
Wilmington, DE 19809
---------------------
(Address of Principal Executive Offices)
SHARES OF BENEFICIAL INTEREST (without par value), Class B
SHARES OF BENEFICIAL INTEREST (without par value),
Class B-SPECIAL SERIES 1
------------------------
1. On June 16, 1995, the Trust was merged into The PNC(R) Fund and this
Notice, filed pursuant to Rule 24f-2, is for the fiscal period beginning July
1, 1994 and ending June 16, 1995. The following information is set forth
pursuant to the requirements of Rule 24f-2(b)(1):
(i) Period for which notice is filed:
Fiscal period beginning July 1, 1994 and ending
June 16, 1995.*
(ii) The number or amount of securities of the same class
or series, if any, which had been registered under
the Securities Act of 1933 other than pursuant to
Rule 24f-2 but which remained unsold at the beginning
of such fiscal period.
Class B and Class B-Special Series 1 - None
(iii) The number or amount of securities, if any,
registered during such fiscal period other than
pursuant to Rule 24f-2.
Class B and Class B-Special Series 1 - None
<PAGE> 2
(iv) The number and amount of securities sold during such
fiscal period:**
Class B and Class B-Special Series 1 - 220,774
(See Exhibit A)
(v) The number and amount of securities sold during such
fiscal year in reliance upon registration pursuant to
Rule 24f-2:**
Class B and Class B-Special Series 1(++) - 220,774
(vi) Less shares redeemed during such fiscal period in
reliance upon registration pursuant to Rule 24f-2.
3,581,591
Net Sales during fiscal period (v) - (vi):
(3,360,817)
2. An opinion of counsel with respect to the validity of the shares
accompanies this notice.
3. Filing Fee with respect to shares specified in 1(v) above:
Since the shares sold during the fiscal period do not exceed the
shares redeemed, no registration fee is required.
Dated: August 14, 1995
PORTFOLIOS FOR DIVERSIFIED INVESTMENT
By: /s/ Edward J. Roach
-----------------------------
Edward J. Roach
Vice President and Treasurer
* On June 16, 1995, all of the assets and liabilities of the Fixed Income Fund
were transferred to a corresponding portfolio, the Intermediate-Term Bond
Portfolio, of The PNC(R) Fund in exchange for shares of the Intermediate-Term
Bond Portfolio. The Fixed Income Fund thereafter made a liquidating
distribution to its shareholders of the shares of the Intermediate-Term Bond
Portfolio so received. The Fixed Income Fund is an investment portfolio of
Portfolios for Diversified Investment, which is in the process of ceasing
operations and paying final liabilities of the Trust and intends to deregister
as an investment company under the Investment Company Act of 1940 and to
terminate its existence under state law.
** Excludes shares issued upon reinvestment of dividends.
<PAGE> 3
<TABLE>
<S> <C> <C>
LAW OFFICES
DRINKER BIDDLE & REATH
SUITE 900 PHILADELPHIA NATIONAL BANK BUILDING SUITE 400
901 FIFTEENTH STREET, N.W. 1345 CHESTNUT STREET 47 HULFISH STREET
WASHINGTON, DC 20005-2503 PHILADELPHIA, PA 19107-3496 POST OFFICE BOX 627
(202) 842-8800 PRINCETON, NJ 08542-0627
TELEPHONE: (215) 988-2700 (609) 921-6336
TELEX: 834684
FAX: (215) 988-2757 SUITE 300
1000 WESTLAKES DRIVE
BERWYN, PA 19312-2409
(610) 993-2200
</TABLE>
August 15, 1995
Board of Trustees
Portfolios for Diversified Investment
Bellevue Corporate Center
400 Bellevue Parkway
Wilmington, DE 19809
Re: Final Rule 24f-2 Notice for Portfolios for
Diversified Investment (Registration No. 2-89117)
Gentlemen:
We have acted as counsel for Portfolios for Diversified Investment, a
Massachusetts business trust (the "Trust"), in connection with the registration
of 220,774 shares of beneficial interest in the Trust's Fixed Income Fund (the
"Shares") under the Securities Act of 1933. During the Trust's fiscal period
beginning July 1, 1994 ("Fiscal Period"), all of the Shares were registered
pursuant to Rule 24f-2 under the Investment Company Act of 1940. At all times
during the Fiscal Period, the Trust was authorized to issue an unlimited number
of units of beneficial interest in its Fixed Income Fund portfolio, without par
value.
We have reviewed the Trust's Declaration of Trust, as amended, its
Restated and Amended Code of Regulations, resolutions adopted by its Board of
Trustees and shareholders, and such other legal and factual matters as we have
deemed appropriate. We have relied on the attached opinion of Ropes & Gray,
special Massachusetts counsel to the Trust, insofar as our opinion below
relates to matters arising under the laws of the Commonwealth of Massachusetts.
On the basis of and subject to the foregoing, we are of the opinion
that the foregoing Shares in the Fixed Income Fund portfolio registered
pursuant to Rule 24f-2 were, when issued for payment as described in the
Trust's Prospectus for its Fixed
<PAGE> 4
DRINKER BIDDLE & REATH
Board of Trustees
Portfolios for Diversified Investment
August 3, 1995
Page 2
Income Fund portfolio, validly issued, fully paid, and non-assessable by the
Trust.
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given
in any written agreement, undertaking or obligation made or issued on behalf of
the Trust. The Declaration of Trust provides for indemnification out of the
assets of the Trust for all loss and expense of any shareholder held personally
liable solely by reason of his or her being or having been a shareholder.
Thus, the risk of a shareholder's incurring financial loss on account of
shareholder liability is limited to circumstances in which the Trust itself
would be unable to meet its obligations.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as part of the Trust's final Rule 24f-2 Notice.
Very truly yours,
/s/ DRINKER BIDDLE & REATH
--------------------------
DRINKER BIDDLE & REATH
<PAGE> 5
August 3, 1995
Drinker Biddle & Reath
Philadelphia National Bank Building
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19107
Re: Portfolios for Diversified Investment
Gentlemen:
We have acted as special Massachusetts counsel to Portfolios for
Diversified Investment (the "Trust"). You have informed us that the Trust
intends to file a Rule 24f-2 Notice (the "Notice") with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 24f-2 (the "Rule")
under the Investment Company Act of 1940, as amended, making definite the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
a total of 220,774 Shares of the Fixed Income Fund, no par value, of the Trust
(the "Shares"), sold in reliance upon the Rule during the period from July 1,
1994 through June 16, 1995 (on which latter date the Fixed Income Fund
transferred all of its assets, subject to all of its liabilities, to The PNC
Fund, in return for certain shares of the Intermediate-Term Bond Portfolio of
The PNC Fund, which shares were immediately thereafter distributed by the Trust
to the holders of Shares of the Fixed Income Fund).
In connection with this opinion, we have examined:
(i) A copy of the Declaration of Trust of the Trust dated
as of June 11, 1985, as amended (the "Declaration of
Trust"), as filed in the office of the Secretary of
State of the Commonwealth of Massachusetts.
(ii) A certificate of the Secretary of State of the
Commonwealth of Massachusetts dated June 14, 1995
certifying as to the authority of the Trust to
exercise in the Commonwealth all of the powers
recited in the Declaration of Trust and to transact
business in the Commonwealth.
(iii) A copy of the Code of Regulations of the Trust, as
amended.
(iv) A certificate of the Secretary of the Trust, of even
date herewith, as to certain actions of the trustees
of the Trust (including resolutions classifying and
designating 1,000,000,000 Class B shares, no par
value,
<PAGE> 6
Ropes & Gray
August 3, 1995
- -2-
of the Trust and authorizing the issuance from time
to time of shares of beneficial interest of the Trust
for the consideration described in the Trust's
registration statement (the "Registration
Statement"), as from time to time amended, under the
1933 Act, and as to certain other matters.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
We have made such examination of Massachusetts law as we have deemed
relevant for purposes of this opinion. We express no opinion as to the effect
of laws, rules and regulations of any state or jurisdiction other than the
Commonwealth of Massachusetts. Further, we express no opinion as to the state
securities or blue sky laws of any jurisdiction, including the Commonwealth of
Massachusetts.
Except to the extent set forth in paragraphs (i) through (iv) above,
we have made no independent investigation as to the Trust's organization,
existence or authority to conduct its operations, the business conducted by the
Trust, or the incumbency or capacity of any individual who has signed any
agreement or instrument referred to herein. You have informed us that the
shares of Fixed Income Fund represent the Class B shares and Class B Special
Series 1 Shares of the Trust referred to in the resolutions referred to in the
certificate referred to in paragraph (iv) above.
You have advised us that the Trust has filed with the Commission the
Registration Statement, which relates to the issuance of an indefinite number
of shares of the Fixed Income Fund, and that the Registration Statement was
effective under the 1933 Act at all times when any of the Shares were issued
and sold by the Trust. For purposes of this opinion, we have assumed that the
Trust received, for each sale of Shares by the Trust, the consideration
described in the Registration Statement as in effect at the time of such sale,
and that such consideration was in each case at least equal to the applicable
net asset value. We have also assumed for purposes of this opinion that the
total number of shares of the Fixed Income Fund issued from the inception of
the Trust through June 16, 1995 does not exceed 1,000,000,000.
We understand that you have received an opinion of other Massachusetts
counsel to the effect that the Trust was duly organized in accordance with the
laws of the Commonwealth of Massachusetts. At your instruction, we have not
examined independently the question of what law would govern the interpretation
or enforcement of any provision of the Declaration of Trust and have, at your
direction, assumed for purposes of this opinion that the Trust is a duly
established and validly existing unincorporated voluntary association
<PAGE> 7
Ropes & Gray
August 3, 1995
- -3-
with transferable shares under Massachusetts law (commonly known as a
"Massachusetts business trust") and that the interpretation and enforcement of
each provision of the Declaration of Trust will be governed by the laws of the
Commonwealth of Massachusetts.
Based upon and subject to the foregoing, it is our opinion that the
Shares were validly issued, fully paid and nonassessable by the Trust.
Under Massachusetts law, shareholders of a Massachusetts business
trust could, under certain circumstances, be held personally liable for the
obligations of the trust. However, the Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in every note, bond, contract, order or
other undertaking issued by or on behalf of the Trust or its Trustees, and in
the stationery used by the Trust. The Declaration of Trust provides for
indemnification out of the assets of the Trust belonging to the class(es) of
shares owned by such shareholder for all loss and expense of any shareholder
held personally liable solely by reason of his or her being or having been a
shareholder. Thus, the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances in which the
relevant class of shares itself would be unable to meet its obligations.
We consent to this opinion being filed with the Commission together
with the Notice.
Very truly yours,
/s/ ROPES & GRAY
ROPES & GRAY
