<PAGE> PAGE 1
000 B000000 09/30/1999
000 C000000 820675
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 SCUDDER SPAIN & PORTUGAL FUND, INC.
001 B000000 811-5304
001 C000000 2123266200
002 A000000 345 PARK AVENUE
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10154
003 000000 N
004 000000 Y
005 000000 N
006 000000 N
007 A000000 N
007 B000000 0
007 C010100 1
007 C010200 2
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A000001 SCUDDER KEMPER INVESTMENTS, INC.
008 B000001 A
008 C000001 801-252
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10154
010 A000001 SCUDDER FUND ACCOUNTING CORPORATION
010 C010001 BOSTON
010 C020001 MA
010 C030001 02110
010 C040001 4103
010 A000002 SCUDDER KEMPER INVESTMENTS, INC.
010 B000002 NONE
010 C010002 NEW YORK
010 C020002 NY
010 C030002 10154
010 A000003 STATE STREET BANK AND TRUST COMPANY
010 B000003 85-5003
010 C010003 BOSTON
<PAGE> PAGE 2
010 C020003 MA
010 C030003 02266
012 A000001 EQUISERVE
012 B000001 84-107
012 C010001 BOSTON
012 C020001 MA
012 C030001 02266
013 A000001 PRICEWATERHOUSECOOPERS LLP
013 B010001 NEW YORK
013 B020001 NY
013 B030001 10022
014 A000001 SCUDDER INVESTOR SERVICES, INC.
014 B000001 8-44899
014 A000002 KEMPER DISTRIBUTORS, INC.
014 B000002 8-47765
014 A000003 LIS SECURITIES, LLC
014 B000003 8-31022
014 A000004 INVESTORS BROKERAGE SERVICE, INC.
014 B000004 8-14989
014 A000005 ZURICH CAPITAL MARKETS, INC.
014 B000005 8-49827
014 A000006 DELETE
015 A000001 BROWN BROTHERS HARRIMAN & CO.
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02101
015 E020001 X
015 A000002 BANCO ESPIRITO SANTO E COMERCIAL DE LISBOA,
015 B000002 S
015 C010002 LISBON
015 D010002 PORTUGAL
015 E040002 X
015 A000003 BANCO SANTANDER
015 B000003 S
015 C010003 MADRID
015 D010003 SPAIN
015 E040003 X
018 000000 Y
019 A000000 N
019 B000000 0
020 C000001 0
020 C000002 0
020 C000003 0
020 C000004 0
020 C000005 0
020 C000006 0
020 C000007 0
020 C000008 0
020 C000009 0
020 C000010 0
<PAGE> PAGE 3
021 000000 0
022 C000001 0
022 D000001 0
022 C000002 0
022 D000002 0
022 C000003 0
022 D000003 0
022 C000004 0
022 D000004 0
022 C000005 0
022 D000005 0
022 C000006 0
022 D000006 0
022 C000007 0
022 D000007 0
022 C000008 0
022 D000008 0
022 C000009 0
022 D000009 0
022 C000010 0
022 D000010 0
023 C000000 0
023 D000000 0
024 000000 N
025 D000001 0
025 D000002 0
025 D000003 0
025 D000004 0
025 D000005 0
025 D000006 0
025 D000007 0
025 D000008 0
026 A000000 N
026 B000000 Y
026 C000000 Y
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 N
028 A010000 0
028 A020000 0
028 A030000 0
028 A040000 0
028 B010000 0
028 B020000 0
028 B030000 0
028 B040000 0
028 C010000 0
<PAGE> PAGE 4
028 C020000 0
028 C030000 0
028 C040000 0
028 D010000 0
028 D020000 0
028 D030000 0
028 D040000 0
028 E010000 0
028 E020000 0
028 E030000 0
028 E040000 0
028 F010000 0
028 F020000 0
028 F030000 0
028 F040000 0
028 G010000 0
028 G020000 0
028 G030000 0
028 G040000 0
028 H000000 0
030 A000000 0
030 B000000 0.00
030 C000000 0.00
031 A000000 0
031 B000000 0
032 000000 0
033 000000 0
035 000000 0
036 B000000 0
038 000000 0
042 A000000 0
042 B000000 0
042 C000000 0
042 D000000 0
042 E000000 0
042 F000000 0
042 G000000 0
042 H000000 0
043 000000 0
044 000000 0
045 000000 Y
046 000000 N
047 000000 Y
048 000000 1.000
048 A010000 0
048 A020000 0.000
048 B010000 0
048 B020000 0.000
048 C010000 0
048 C020000 0.000
048 D010000 0
<PAGE> PAGE 5
048 D020000 0.000
048 E010000 0
048 E020000 0.000
048 F010000 0
048 F020000 0.000
048 G010000 0
048 G020000 0.000
048 H010000 0
048 H020000 0.000
048 I010000 0
048 I020000 0.000
048 J010000 0
048 J020000 0.000
048 K010000 0
048 K020000 0.000
049 000000 N
050 000000 N
051 000000 N
052 000000 N
053 A000000 N
054 A000000 Y
054 B000000 Y
054 C000000 N
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 N
054 H000000 Y
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 N
054 M000000 Y
054 N000000 N
054 O000000 Y
055 A000000 N
055 B000000 N
056 000000 Y
057 000000 N
058 A000000 N
059 000000 Y
060 A000000 N
060 B000000 N
061 000000 0
062 A000000 N
062 B000000 0.0
062 C000000 0.0
062 D000000 0.0
062 E000000 0.0
062 F000000 0.0
062 G000000 0.0
<PAGE> PAGE 6
062 H000000 0.0
062 I000000 0.0
062 J000000 0.0
062 K000000 0.0
062 L000000 0.0
062 M000000 0.0
062 N000000 0.0
062 O000000 0.0
062 P000000 0.0
062 Q000000 0.0
062 R000000 0.0
063 A000000 0
063 B000000 0.0
066 A000000 Y
066 B000000 N
066 C000000 Y
066 D000000 N
066 E000000 N
066 F000000 N
066 G000000 N
067 000000 N
068 A000000 N
068 B000000 N
069 000000 N
070 A010000 Y
070 A020000 N
070 B010000 Y
070 B020000 N
070 C010000 Y
070 C020000 N
070 D010000 Y
070 D020000 N
070 E010000 Y
070 E020000 N
070 F010000 Y
070 F020000 N
070 G010000 Y
070 G020000 N
070 H010000 Y
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 N
070 K010000 Y
070 K020000 N
070 L010000 Y
070 L020000 N
070 M010000 Y
070 M020000 N
070 N010000 N
<PAGE> PAGE 7
070 N020000 N
070 O010000 N
070 O020000 N
070 P010000 Y
070 P020000 N
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000 0
071 B000000 0
071 C000000 0
071 D000000 0
072 A000000 5
072 B000000 0
072 C000000 0
072 D000000 0
072 E000000 0
072 F000000 0
072 G000000 0
072 H000000 0
072 I000000 0
072 J000000 0
072 K000000 0
072 L000000 0
072 M000000 0
072 N000000 0
072 O000000 0
072 P000000 0
072 Q000000 0
072 R000000 0
072 S000000 0
072 T000000 0
072 U000000 0
072 V000000 0
072 W000000 0
072 X000000 0
072 Y000000 0
072 Z000000 0
072AA000000 0
072BB000000 0
072CC010000 0
072CC020000 0
072DD010000 0
072DD020000 0
072EE000000 0
073 A010000 0.0000
073 A020000 0.0000
073 B000000 0.0000
073 C000000 0.0000
074 A000000 0
<PAGE> PAGE 8
074 B000000 0
074 C000000 0
074 D000000 0
074 E000000 0
074 F000000 0
074 G000000 0
074 H000000 0
074 I000000 0
074 J000000 0
074 K000000 0
074 L000000 0
074 M000000 0
074 N000000 0
074 O000000 0
074 P000000 0
074 Q000000 0
074 R010000 0
074 R020000 0
074 R030000 0
074 R040000 0
074 S000000 0
074 T000000 0
074 U010000 0
074 U020000 0
074 V010000 0.00
074 V020000 0.00
074 W000000 0.0000
074 X000000 0
074 Y000000 0
075 A000000 0
075 B000000 0
076 000000 0.00
077 A000000 Y
077 B000000 N
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 N
077 Q020000 N
077 Q030000 Y
<PAGE> PAGE 9
078 000000 N
080 A000000 ICI MUTUAL INSURANCE COMPANY
080 B000000 CHUBB/NATIONAL UNION INSURANCE COMPANY
080 C000000 150000
081 A000000 Y
081 B000000 205
082 A000000 N
082 B000000 0
083 A000000 N
083 B000000 0
084 A000000 N
084 B000000 0
085 A000000 Y
085 B000000 N
086 A010000 0
086 A020000 0
086 B010000 0
086 B020000 0
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
087 A010000 COMMON STOCK
087 A020000 320532-104
087 A030000 IBF
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 N
SIGNATURE JOHN MILLETTE
TITLE VICE PRESIDENT
State of Maryland [SEAL] Parris N. Glendening
Department of Governor
Assessments and Taxation
Ronald W. Wineholt
Charter Division Director
Paul B. Anderson
Administrator
- --------------------------------------------------------------------------------
VENABLE, BAETJER & HOWARD
1800 MERCANTILE BANK & TRUST BLDG Date: 11-05-1999
2 HOPKINS PLAZA
BALTIMORE MD 21201-2930
This letter is to confirm acceptance of the following filing:
ENTITY NAME: . . . SCUDDER SPAIN AND PORTUGAL FUND, INC.
DEPARTMENT ID : D02400703
TYPE OF REQUEST : ARTICLES OF DISSOLUTION
DATE FILED : 11-05-1999
TIME FILED : 12:34-PM
RECORDING FEE : 50.00
EXPEDITED FEE : 70.00
COPY FEE : 13.00
FILING NUMBER : 1000088603000000
CUSTOMER ID : 0000261311
WORK ORDER NUMBER : 0000239971
PLEASE VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT
IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER ID AND THE WORK
ORDER NUMBER ON ANY INQUIRIES. EVERY YEAR THIS ENTITY MUST FILE A PERSONAL
PROPERTY RETURN IN ORDER TO MAINTAIN ITS EXISTENCE EVEN IF IT DOES NOT OWN
PERSONAL PROPERTY. A BLANK RETURN WILL BE MAILED BY FEBRUARY OF THE YEAR FOR
WHICH THE RETURN IS DUE.
301 West Preston Street, Baltimore, Maryland 21201
Telephone (410) 767-1350
MRS (Maryland Relay Service) (800) 735-2258 TT/Voice
Fax (410) 333-7097
<PAGE>
ENTITY TYPE: ORDINARY BUSINESS - STOCK
STOCK: Y
CLOSE: N
EFFECTIVE DATE: 11-05-1999
PRINCIPAL OFFICE: THE CORPORATION TRUST INCORPORATE
300 E LOMBARD ST
BALTIMORE MD 21202-0000
RESIDENT AGENT: THE CORPORATION TRUST INCORPORATED
300 E LOMBARD ST
BALTIMORE MD 21202
<PAGE>
ARTICLES OF DISSOLUTION
SCUDDER SPAIN AND PORTUGAL FUND, INC.
Scudder Spain and Portugal Fund, Inc., a Maryland corporation (the
"Corporation"), hereby certifies to the Maryland State Department of Assessments
and Taxation that:
FIRST: The Corporation is hereby dissolved.
SECOND: The address of the principal office of the Corporation is 300
East Lombard Street, Baltimore, Maryland 21202.
THIRD The name and address of the resident agent of the Corporation
who shall serve for one year after dissolution and until the affairs of the
Corporation are wound up are c/o The Corporation Trust Incorporated, 300 East
Lombard Street, Baltimore, Maryland 21202.
FOURTH: The name and address of each director of the Corporation are
as follows:
Name Address
---- -------
Jose Pedro Perez Llorca Garcia Anoveros & Perez - Llorca
Velazquez, 29 - 4 Dchs.
28001 Madrid, Spain
Rogerio C. S. Martins PRC Aguas Livres
No. 9 -80 B D
1250 Lisbon, Portugal
Wilson Nolen 1120 Fifth Avenue, #10B
New York, NY 10128-0144
- --------------------------------------------------------------------------------
STATE OF MARYLAND
-----------------
I hereby certify that this is a true and complete copy of the 4 page document on
file in this office. DATED: 11/5/99.
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
BY: /s/Darla D. Simms, Custodian.
This stamp replaces our previous certification system. Effective: 6/95
- --------------------------------------------------------------------------------
<PAGE>
Richard M. Hunt University Marshal's Office
Wadsworth House
1341 Massachusetts Avenue
Harvard University
Cambridge, MA 02138
FIFTH: The name and title of each officer of the Corporation are as
follows:
Name Title
---- -----
Nicholas Bratt President
Paul J. Elmlinger Vice President and Assistant Secretary
Carol L. Franklin Vice President
Bruce H. Goldfarb Vice President and Assistant Secretary
Joan R. Gregory Vice President
Judith A. Hannaway Vice President
Kathryn L. Quirk Vice President and Assistant Secretary
John R. Hebble Treasurer
Caroline Pearson Assistant Secretary
The address for each officer of the Corporation is 345 Park
Avenue, New York, New York 10154.
SIXTH: The dissolution of the Corporation was approved in the manner
and by the vote required by law and by the Charter of the Corporation. The
manner of approval of the dissolution was as follows: At a meeting duly held on
October 28, 1998, a majority of the entire Board of Directors of the Corporation
adopted a resolution declaring the dissolution of the Corporation advisable and
directed that the proposed dissolution be submitted to the stockholders of the
Corporation. At a meeting duly held on December 1, 1998, a majority of the
stockholders of the Corporation entitled to vote approved the dissolution of the
Corporation.
SEVENTH: Notice of the approved dissolution was mailed to all known
creditors of the Corporation on December 1, 1998.
IN WITNESS WHEREOF, the Corporation has caused these Articles to be
signed in its name and on its behalf on this 25th day of October, 1999 by its
President and witnessed by an Assistant Secretary. The undersigned President of
the Corporation acknowledges that these Articles are the act of the Corporation
and that to the best of his knowledge, information and belief and under
penalties of perjury, all matters and facts contained in these Articles with
respect to their authorization and approval are true in all material respects.
SCUDDER SPAIN AND PORTUGAL
FUND, INC.
By: /s/Nicholas Bratt
---------------------------
Name: Nicholas Bratt
Title: President
WITNESS:
/s/Bruce H. Goldfarb
- ---------------------------
Name: Bruce H. Goldfarb
Title: Assistant Secretary
<PAGE>
DOCUMENT CODE 19 BUSINESS CODE
------------------ ------------------
# D02400703 P.A. Religious Close Stock
------------ ----- ----- ----- -----
Nonstock
- -----
Merging Surviving
(Transferor) --------------------- (Transferee) ---------------------
- ----------------------------------- ----------------------------------
- ----------------------------------- ----------------------------------
- ----------------------------------- ----------------------------------
FEES REMITTED
-------------
<TABLE>
<S> <C> <C> <C> <C>
Base Fee: 50 (New Name)
-------------------- --------------------
Org. & Cap. Fee:
-------------------- ------------------------------
Expedite Fee: 70
-------------------- ------------------------------
Penalty:
--------------------
State Recordation Tax:
--------------------
State Transfer Tax:
--------------------
2 Certified Copies: Change of Name
- ------------- ----------
Copy Fee: 13 Change of Principal Office
-------------------- ----------
Certificates: Change of Resident Agent
- ------------- ----------
Certificate Fee: Change of Resident Agent Address
-------------------- ----------
Other: Resignation of Resident Agent
-------------------- ----------
TOTAL FEES: 133 Designation of Resident Agent
-------------------- ---------- and Resident Agent's Address
Credit Card Change of Business Code
- ------------- ----------
---------------------------------
X Check ---------- Adoption of Assumed Name
- -------------
Cash ---------------------------------
- -------------
---------------------------------
---------------------------------
---------- Other Change(s)------------------
---------------------------------
________ Documents on ________ Checks ---------------------------------
APPROVED BY: _________________
CODE 063
---
NOTE:
- ---- ATTENTION:
-----------------------------------
---------------------------------------------
---------------------------------------------
COMMENT: MAIL TO ADDRESS:
- ------- ------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
</TABLE>
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940
Release No. 24040 / September 22, 1999
- ------------------------------------------------------------------------:
In the Matter of :
:
SCUDDER SPAIN AND PORTUGAL FUND, INC. :
345 Park Avenue :
New York, New York 10154 :
:
(811-5304) :
- ------------------------------------------------------------------------:
ORDER UNDER SECTION 8(f) OF THE INVESTMENT COMPANY ACT OF 1940 DECLARING THAT
APPLICANT HAS CEASED TO BE AN INVESTMENT COMPANY
Scudder Spain and Portugal Fund, Inc. filed an application on June 30, 1999, and
amended on August 17, 1999, requesting an order under section 8(f) of the Act
declaring that it has ceased to be an investment company.
On August 27, 1999, a notice of filing of the application was issued (Investment
Company Act Release No. 23981). The notice gave interested persons an
opportunity to request a hearing and stated that an order disposing of the
application would be issued unless a hearing was ordered. No request for a
hearing has been filed, and the Commission has not ordered a hearing.
The matter has been considered and it is found, on the basis of the information
set forth in the application, as amended, that applicant has ceased to be an
investment company. Accordingly,
IT IS ORDERED, under section 8(f) of the Act, that applicant's registration
under the Act will immediately cease to be in effect.
For the Commission, by the Division of Investment Management, under delegated
authority.
Jonathan G. Katz
Secretary
<PAGE>
/s/Margaret H. McFarland
By: Margaret H. McFarland
Deputy Secretary
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
[Release No. IC - 23981 ]
Notice of Applications for Deregistration under Section 8(f) of the Investment
Company Act of 1940
August 27, 1999
The following is a notice of applications for deregistration under
section 8(f) of the Investment Company Act of 1940 for the month of August,
1999. A copy of each application may be obtained for a fee at the SEC's Public
Reference Branch, 450 Fifth St., N.W., Washington, DC 20549-0102 (tel.
202-942-8090). An order granting each application will be issued unless the SEC
orders a hearing. Interested persons may request a hearing on any application by
writing to the SEC's Secretary at the address below and serving the relevant
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 21, 1999, 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 who wish to be notified of a hearing may request notification
by writing to the Secretary, SEC, 450 Fifth Street, N.W., Washington, DC
20549-0609. For Further Information, Contact: Diane L. Titus, at (202) 942-0564,
SEC, Division of Investment Management, Office of Investment Company Regulation,
450 Fifth Street, N.W., Washington, DC 20549-0506.
The Premium Portfolios [File No. 811-7291]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On October 1, 1998, applicant made a liquidating
distribution to its securityholders at net asset value per share. Expenses of
approximately $10,175 were incurred in connection with the liquidation and were
paid by Citibank, N.A., applicant's investment adviser.
Filing Dates: The application was filed on May 25, 1999, and amended on August
2, 1999.
Applicant's Address: Elizabethan Square, George Town, Grand Cayman, Cayman
Islands, British West Indies.
The Baird Funds, Inc. [File No. 811-6714]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On June 4, 1999, applicant made a liquidating distribution
to its shareholders based on net asset value per share. Expenses of
approximately $35,000 were incurred in connection with the liquidation and were
paid by applicant.
Filing Dates: The application was filed on June 11, 1999, and amended on August
4, 1999.
Applicant's Address: 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
Life Cycle Mutual Funds, Inc. [File No. 811-9058]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On December 30, 1998, applicant made a liquidating
distribution to its shareholders at net asset value per share. Expenses incurred
in connection with the liquidation were $107,796 and were allocated pro rata to
each series of applicant.
Filing Dates: The application was filed on April 30, 1999, and amended on August
11, 1999.
Applicant's Address: c/o Joseph V. Del Raso, Esq., Pepper Hamilton LLP, 3000 Two
Logan Square, Eighteenth and Arch Streets, Philadelphia, Pennsylvania
19103-2799.
<PAGE>
-2-
MAP-Equity Fund (previously known as Mutual Benefit Fund) [File No.
811-2046]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On June 8, 1999, applicant transferred its assets to
MainStay MAP Equity Fund based on net asset value. Expenses of approximately
$84,295 incurred in connection with the reorganization were paid by applicant.
Filing Date: The application was filed on July 30, 1999.
Applicant's Address: 520 Broad Street, Newark, New Jersey 07102.
Security Capital EuroPacific Real Estate Shares Incorporated [File No.
811-8383]
Security Capital European Real Estate Shares Incorporated [File No.
811-8533]
Summary: Each applicant seeks an order declaring that it has ceased to be an
investment company. Neither applicant has ever made a public offering of its
securities and does not propose to make a public offering or engage in business
of any kind
Filing Dates: Each application was filed on July 7, 1999, and amended on August
12, 1999.
Applicants' Address: 11 South LaSalle Street, Chicago, Illinois 60603.
Hyperion Short Duration U.S. Government Fund II [File No. 811-6210]
Short Duration U.S. Government Portfolio [File No. 811-6250]
Hyperion Government Mortgage Trust [File No. 811-6262]
Summary: Each applicant seeks an order declaring that it has ceased to be an
investment company. On August 31, 1995, each applicant made a liquidating
distribution to its shareholders at net asset value per share. Expenses of
$93,325 were incurred in connection with each liquidation and were paid by the
investment adviser to each applicant.
Filing Dates: Hyperion Short Duration U.S. Government Fund II and Short Duration
U.S. Government Portfolio filed their applications on July 6, 1999, and Hyperion
Government Mortgage Trust filed its application on July 9, 1999. Each
application was amended on August 11, 1999.
Applicants' Address: One Liberty Plaza, 165 Broadway, New York, New York 10006.
AJL PEPS Trust [File No. 811-7341]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On February 15, 1999, applicant made a liquidating
distribution to its shareholders at net asset value per share. Applicant has
approximately 30 shareholders who have not surrendered their shares. Assets
representing the aggregate liquidation value of applicant's remaining shares are
being held by The Bank of New York. Expenses of approximately $30,958 incurred
in connection with the liquidation were paid by Morgan Stanley & Co.,
Incorporated, as sponsor of applicant.
Filing Dates: The application was filed on May 10, 1999, and amended on August
13, 1999.
Applicant's Address: c/o The Bank of New York, 101 Barclay Street, New York, New
York 10286.
The New South Africa Fund, Inc. [File No. 811-8298]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On June 3, 1999, applicant made a liquidating distribution
to its shareholders at net asset value per share. Applicant
<PAGE>
-3-
has 49 shareholders who have not surrendered their shares. Funds representing
the aggregate liquidation value of applicant's remaining shares are being held
by the Custodial Trust Company, applicant's custodian. Expenses of $430,250
incurred in connection with the liquidation were paid by applicant.
Filing Dates: The application was filed on July 28, 1999, and amended on August
19, 1999.
Applicant's Address: 101 Carnegie Center, Princeton, New Jersey 08540.
SMITH HAYES Trust, Inc. [File No. 811-5463]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On June 21, 1999, applicant transferred its assets to Great
Plains Funds based on net asset value. Expenses of $28,400 were incurred in
connection with the reorganization and were paid by SMITH HAYES Financial
Services Corporation, applicant's distributor.
Filing Dates: The application was filed on July 29, 1999, and amended on August
18, 1999.
Applicant's Address: Centre Terrace, 1225 L Street, P.O. Box 83000, Lincoln,
Nebraska 68501-3000.
Scudder Spain and Portugal Fund, Inc. [File No. 811-5304]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On March 8, 1999, applicant made a liquidating distribution
to its securityholders at net asset value. As of August 3, 1999, applicant had
48 securityholders who had not surrendered their shares. State Street Bank and
Trust Company is holding funds representing the aggregate liquidation value of
applicant's remaining shares. Expenses of approximately $77,600 were incurred in
connection with the liquidation, of which applicant's investment adviser paid
approximately $25,800, and applicant paid the remaining expenses.
Filing Dates: The application was filed on June 30, 1999, and amended on August
17, 1999.
Applicant's Address: 345 Park Avenue, New York, New York 10154.
AIM Investment Portfolios [File No. 811-3297]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On December 21, 1998, applicant transferred its assets to
AIM Money Market Fund, a series of AIM Funds Group, based on net asset value.
Expenses of $95,249 incurred in connection with the reorganization were paid by
AIM Advisors Inc., applicant's investment adviser.
Filing Date: The application was filed on August 11, 1999.
Applicant's Address: 11 Greenway Plaza, Suite 100, Houston, Texas 77046.
Franklin Life Variable Annuity Fund B [File No. 811-2110]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On April 8, 1999, the shareholders of applicant voted to
approve the merger of applicant with two other investment companies. The name of
the fund surviving the merger is Franklin Life Variable Annuity Fund, and its
Investment Company Act file number is 811-1990. Expenses of $287,065 were
incurred in connection with the merger and were paid by The Franklin Life
Insurance Company, which had been the investment adviser of applicant during the
last five years.
Filing Date: The application was filed on June 4, 1999.
Applicant's Address: #1 Franklin Square, Springfield, Illinois 62713.
Franklin Life Money Market Variable Annuity Fund C [File No. 811-3289]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On April 8, 1999, the shareholders of applicant voted to
approve the merger of applicant with two other investment companies. The name of
the fund surviving the merger is Franklin Life Variable Annuity Fund, and its
Investment Company Act file number is 811-1990. Expenses of $287,065 were
incurred in connection
<PAGE>
-4-
with the merger and were paid by The Franklin Life Insurance Company, which had
been the investment adviser of applicant during the last five years.
Filing Date: The application was filed on June 4, 1999.
Applicant's Address: #1 Franklin Square, Springfield, Illinois 62713.
The Sports Funds Trust [File No. 811-8563]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On February 26, 1999, applicant made a liquidating
distribution to its securityholders at net asset value per share. Expenses of
$6,289 incurred in connection with the liquidation were paid by applicant.
Filing Date: The application was filed on August 20, 1999.
Applicant's Address: 610 Pasteur Drive, Suite 2, Greensboro, NC 27403.
Veredus Funds (formerly Artemis Funds) [File No. 811-8771]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On December 4, 1998, applicant transferred all of its assets
and liabilities to Allegheny/Veredus Aggressive Growth Fund (the "Acquiring
Fund") based on net asset value. Expenses of $154,701 were incurred in
connection with the reorganization, of which the investment advisers for
applicant and the Acquiring Fund paid $119,207 and $35,494, respectively.
Filing Dates: The application was filed on May 12, 1999, and amended on August
24, 1999.
Applicant's Address: 6900 Bowling Boulevard, Suite 250, Louisville, Kentucky
40207.
TCW/DW Global Telecom Trust [File No. 811-7591]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On June 28, 1999, applicant transferred its assets to Morgan
Stanley Dean Witter Global Utilities Fund based on net asset value. Expenses of
$145,000 incurred in connection with the reorganization were paid by applicant.
Filing Date: The application was filed on August 24, 1999.
Applicant's Address: Two World Trade Center, 70th Floor, New York, New York
10048.
Pioneer Intermediate Tax-Free Fund [File No. 811-768]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On March 31, 1999, applicant transferred all of its assets
to Pioneer Tax-Free Income Fund (the "Acquiring Fund") based on net asset value
per share. Expenses of $45,000 incurred in connection with the reorganization
were allocated between applicant and the Acquiring Fund based on their
respective net assets.
Filing Date: The application was filed on August 23, 1999.
Applicant's Address: 60 State Street, Boston, Massachusetts 02109.
The United Kingdom Fund Inc. [File No. 811-5184]
Summary: Applicant seeks an order declaring that it has ceased to be an
investment company. On June 18, 1999, applicant distributed substantially all of
its assets to shareholders at net asset value per share. Funds representing the
aggregate liquidation value of applicant's remaining shares and a reserve to
cover remaining liabilities are held in trust. Expenses of $153,646 incurred in
connection with the liquidation were paid by applicant.
Filing Dates: The application was filed on July 27, 1999. Applicant has agreed
to file an amendment during the notice period.
<PAGE>
-5-
Applicant's Address: c/o Merrill Lynch Asset Management, 800 Scudders Mill Road,
Legal Advisory-2A, Plainsboro, New Jersey 08536.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
Jonathan G. Katz
Secretary
/s/Margaret H. McFarland
By: [Illegible]
