.
 

MAYER, BRO\VN & PLATT 

1101 SEVENTEENTH STREET, N.W. 

WASHINGTON, D. C. 20036 CHICAGO OFFICE

EUROPEAN OFF"CE 231 SOUTH LA SALLE STREET 17 AVENUE M..TIGNON 202-833-1670 CHICAGO, ILLINOIS 60604 PARIS 8E CABLE LEMAYDC 312-782- 0600 3S9 94 76
 TELEX 253760
 TELEX 2921.8 CABLE LEt~AY CÀBLE LEMAYLAW
 

March 9, 1973
 

Mr. Alan Rosenblat
 

Chief Counsel
 

Division of Investment.
 

Management Regulation
 

Securi ties and Exchange
 

Commis s ion ;.C7 "p'J //
 v ~ ' ~ /' / /


Washington, D. C. 20549 ~S0c. /..,~ , .
 /' / ,. .

." ". .....~,~;~:. ':yC ~; '" '"\ 

Dear Mr. Rosenblat: ~~;:;) ~" ""- ­

Thank you for your letter of March 1, 1973 responding
 

to our letter of D~cember 4, 1972.
 

With respect to the additional information and representations requested in your letter, our replies are as


follows: 

1. The percentage of assets of CICorp (on an unconsolida ted basis) which would be represented by securities 

of the Company and other investment securities is 2.816%.
 

These figures are as of January 31, 1973.
 

2. The anticipated percentage of gross income of
 

CICorp attributable to the Company will be no more than
 

.683% for the year 1973. (The ant~cipated gross income
 

'of the Company for 1973 is $3,900,000. Although it is
 

expected that gross income of CICorp during 1973 wiii exceed
 

that for 1972, the anticipated gross income of CICorp for
 

1973 used in the foregoing computation is $571,000,000,
 

which i.s the actual gross income for 1972.)
 

3. The 10 to 20 proposed employee investors will be
 

in management positions and will have intimate knowledge
 

of the Company's financial and business status.
 
/
 

/.

)


Mr. Alan Rosenblat
 

March 9, 1973
 

Page Two
 

Based on the foregoing and upon the facts set forth
 

in our letter of December 4, 1972, together with the information contained in your answer of March 1, 1973, we


believe that the exemption contained in Section 3 (b) (3) of 

the Investment Company Act of 1940 (Act) would be available.
 

Accordingly, we request the advice of the Division
 

as to whether it would recommend any action to the
 

Securi ties and Exchange Commission if the Company proceeds
 

.to conduct business and offer its l~mited amount of equity
 

shares solely to employees as described herein and in our
 

letter of December 4, 1972, without regis tration under the
 

Act in reliance upon our opinion as expressed herein.
 

If you have any queßtions or require further information with respect to this matter, please telephone our
 

.Chicago office, either W. Allen Johnson or Dwight W.
 

Fawcett, collect, at 312-782-0600.
 

Very truly yours,
 

. MAYER, . BROWN & PLATT
 

By o k'~1 $~,j
 // J. Stanley Stroud .


!/
 

DWF : kmv 

On the basis of the foregoing and the representations made in your
 

letter of December 4, 1972 and as indicated in our endorsement of
 

March 1, 1973,. we would not recommend that the Commssion take any
 

action under the Investment Company Act of 1940 ("Act") if Continental
 

of ~llinois (Delaware), Ltd. proceeds as described in your letter of
 

December 4, 1972, without registering under the Act provided it does
 

so in reliance upon your opinion as counsel that it is excepted from


the definition of investment company by virtue of Section 3 (b) (3) 

of the Act.
 

Alan Rosenblat, Chief Counsel
 

~~
 

Division of Investment Management Regulation
 

'I ~ _ _-_ .., _ ;, ., ,. _ n