26246 Federal Register / Vol. 65, No. 88 / Friday, May 5, 2000 / Notices

1 15 U.S.C. 78l(d).

2 17 CFR 240.12d2–2(d).

3The Series B Junior Participating Preferred Stock

Rights are currently attached to, and trade together

with, shares of the Common Stock.

4 15 U.S.C. 78l(b).

5 15 U.S.C. 78l(g).

6 Id. 7 17 CFR 200.30–3(a)(1).

U.S.C. Chapter 35), the Railroad

Retirement Board (RRB) has submitted

the following proposal(s) for the

collection of information to the Office of

Management and Budget for review and

approval.

Summary of Proposal(s)

(1) Collection title: Repayment of

Debt.

(2) Form(s) submitted: G–421f.

(3) OMB Number: 3220–0169.

(4) Expiration date of current OMB

clearance: 6/30/2000.

(5) Type of request: Extension of a

currently approved collection.

(6) Respondents: Individuals or

households.

(7) Estimated annual number of

respondents: 300.

(8) Total annual responses: 300.

(9) Total annual reporting hours: 25.

(10) Collection description: Section 2

of the Railroad Retirement Act provides

for payment of annuities to retired or

disabled railroad employees, their

spouses, and eligible survivors. When

the RRB determines that an

overpayment of RRA benefits has

occurred, it initiates prompt action to

notify the claimant of the overpayment

and to recover the amount owed. The

collection obtains information needed to

allow for repayment by the claimant by

credit card, in addition to the customary

form of payment by check or money

order.

Additional Information or Comments

Copies of the forms and supporting

documents can be obtained from Chuck

Mierzwa, the agency clearance officer

(312–751–3363). Comments regarding

the information collection should be

addressed to Ronald J. Hodapp, Railroad

Retirement Board, 844 North Rush

Street, Chicago, Illinois, 60611–2092

and the OMB reviewer, Joe Lackey (202–

395–7316), Office of Management and

Budget, Room 10230, New Executive

Office Building, Washington, DC 20503.

Chuck Mierzwa,

Clearance Officer.

[FR Doc. 00–11219 Filed 5–4–00; 8:45 am]

BILLING CODE 7905–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (InterDigital

Communications Corporation,

Common Stock, $.01 Par Value, and

Series B Junior Participating Preferred

Stock Rights) File No. 1–11152

April 28, 2000.

InterDigital Communications

Corporation (‘‘Company’’) has filed an

application with the Securities and

Exchange Commission (‘‘Commission’’),

pursuant to Section 12(d) of the

Securities Exchange Act of 1934

(‘‘Act’’) 1 and Rule 12d2–2(d)

thereunder, 2 to withdraw the securities

described above (‘‘Securities’’) 3 from

listing registration on the American

Stock Exchange LLC (‘‘Amex’’) and

under Section 12(b) of the Act.4

The Company, whose business relates

to wireless communications technology,

has determined to transfer trading in its

Securities from the Amex to the

National Market of the Nasdaq Stock

Market, Inc. (‘‘Nasdaq’’), which the

Company believes offers the most

trading activity and best liquidity and

exposure for the securities of technology

companies. The Company has registered

its Securities pursuant to Section 12(g)

of the Act 5 by filing a Registration

Statement on Form 8–A with the

Commission on April 25, 2000. The

Securities subsequently became

designated for quotation and began

trading on the Nasdaq National Market,

and were simultaneously suspended

from trading on the Amex, on April 26,

2000.

The Company has stated that it has

complied with the Rules of the Amex

governing the withdrawal of its

Securities from listing and registration

on the Exchange and that the Amex, in

turn, has indicated that it will not

oppose such withdrawal.

The Company’s application relates

solely to the withdrawal of the

Securities from listing and registration

on the Amex and shall have no effect

upon the Securities’ designation for

quotation and trading on the Nasdaq

National Market and registration under

Section 12(g) of the Act.6

Any interested person may, on or

before May 19, 2000, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

N.W., Washington, D.C. 20549–0609,

facts bearing upon whether the

application has been made in

accordance with the rules of the Amex

and what terms, if any, should be

imposed by the Commission for the

protection of investors. The

Commission, based on the information

submitted to it, will issue an order

granting the application after the date

mentioned above, unless the

Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.7

Jonathan G. Katz,

Secretary.

[FR Doc. 00–11333 Filed 5–4–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24430; 812–11194]

SEI Investments Management

Corporation, et al.; Notice of

Application

April 28, 2000.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’).

ACTION: Notice of application under: (a)

Section 6(c) of the Investment Company

Act of 1940 (the ‘‘Act’’) requesting an

exemption from sections 12(d)(3) and

17(e) of the Act and rule 17e–1 under

the Act; (b) sections 6(c) and 17(b) of the

Act requesting an exemption from

section 17(a) of the Act; and (c) section

10(f) of the Act requesting an exemption

from section 10(f) of the Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit certain

registered open-end management

investment companies advised by

several investment advisers to engage in

principal and brokerage transactions

with a broker-dealer affiliated with one

of the investment advisers and to

purchase securities in certain

underwritings. The transactions would

be between the broker-dealer and a

portion of the investment company’s

portfolio not advised by the adviser

affiliated with that broker-dealer. The

order also would permit these

investment companies not to aggregate

certain purchases from an underwriting

syndicate in which an affiliated person

of one of the investment advisers is a

Federal Register / Vol. 65, No. 88 / Friday, May 5, 2000 / Notices 26247

1The terms ‘‘Unaffiliated Subadviser,’’

‘‘Subadviser,’’ and ‘‘Unaffiliated Portion’’ include

SIMC and the discrete portion of a Multi-Managed

Portfolio directly advised by SIMC, respectively,

provided that SIMC manages its portion of the

Multi-Managed Portfolio independently of the

portions managed by the other Subadvisers to the

Multi-Managed Portfolio, and SIMC does not

control or influence any other Subadviser’s

investment decisions for its portion of the MultiManaged Portfolio. SIMC does not currently manage

any Multi-Managed Portfolio.

principal underwriter. Further,

applicants request relief to permit a

portion of an investment company’s

portfolio to purchase securities issued

by a broker-dealer, which is an affiliated

person of an investment adviser to

another portion, subject to the limits in

rule 12d3–1 under the Act.

APPLICANTS: SEI Institutional

Investments Trust, SEI Institutional

Managed Trust, SEI Institutional

International Trust, and SEI Insurance

Products Trust (collectively, the

‘‘Trusts’’), and SEI Investments

Management Corporation (‘‘SIMC’’).

FILING DATES: The application was filed

on June 24, 1998. Applicants have

agreed to file an amendment, the

substance of which is reflected in this

notice, during the notice period.

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 applicants with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

May 22, 2000, and should be

accompanied by proof of service on

applicants, 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–

0609. Applicants, in c/o Todd B.

Cipperman, Esq., SEI Investments, One

Freedom Valley Drive, Oaks, PA 19456.

FOR FURTHER INFORMATION CONTACT:

Elaine M. Boggs, Senior Counsel, at

(202) 942–0572, or Christine Y.

Greenlees, 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, 450 Fifth

Street, N.W., Washington, D.C. 20549–

0102 (telephone (202) 942–8090).

Applicants’ Representations

1. Each Trust is an open-end

management investment company

registered under the Act and consists of

several portfolios (‘‘Portfolios’’). SIMC is

an investment adviser registered under

the Investment Advisers Act of 1940

(the ‘‘Advisers Act’’) and is a whollyowned subsidiary of SEI Investments

Company. SIMC serves as investment

adviser to the Portfolios. The assets of

certain Portfolios (‘‘Multi-Managed

Portfolios’’) are allocated by SIMC

among two or more subadvisers

(‘‘Subadvisers’’). Each Subadviser had

discretion to purchase and sell

securities for a discrete portion of a

Portfolio’s assets in accordance with the

Portfolio’s objectives, policies, and

restrictions. Each Subadviser is

registered under the Advisers Act or is

exempt from registration under the

Advisers Act. Each Subadviser is

compensated based on a percentage of

the value of assets allocated to that

Subadviser. SIMC may directly advise a

discrete portion of a Portfolio.

2. Applicants request relief to permit:

(a) A portion of a Multi-Managed

Portfolio (‘‘Unaffiliated Portion’’) to

engage in principal transactions with a

broker-dealer that is, or is an affiliated

person of, a Subadviser to another

portion of the Multi-Managed Portfolio

(‘‘Affiliated Broker-Dealer’’) and to

purchase securities in an underwriting

in which an Affiliated Broker-Dealer

acts as principal underwriter; (b) an

Affiliated Broker-Dealer to provide

brokerage services to an Unaffiliated

Portion without complying with the

requirements of subsections (b) and (c)

of rule 17e–1 under the Act; (c) a

portion of a Multi-Managed Portfolio

advised by a Subadviser affiliated with

the Affiliated Broker-Dealer (‘‘Affiliated

Subadviser’’) to purchase securities

during the existence of an underwriting

syndicate, a principal underwriter of

which is an Affiliated Subadviser or an

affiliated person of an Affiliated

Subadviser, in accordance with the

conditions of rule 10f–3 under the Act,

except that paragraph (b)(7) of the rule

would not require the aggregation of

purchases of the portion of the Portfolio

affiliated with the Affiliated Subadviser

(‘‘Affiliated Portion’’) with purchases by

an Unaffiliated Portion; and (d) an

Unaffiliated Portion to purchase

securities issued by an Affiliated

Subadviser, or an affiliated person of an

Affiliated Subadviser, that is involved

in securities-related activities, subject to

the limits in rule 12d3–1 under the Act.

The requested relief would apply only

if the Affiliated Broker-Dealer is not an

affiliated person or an affiliated person

of an affiliated person of SIMC, the

Subadviser making the investment

decision with respect to the Unaffiliated

Portion (‘‘Unaffiliated Subadviser’’),1 or

an officer, trustee, or employee of the

Multi-Managed Portfolio engaging in the

transaction.

3. Applicants request that the relief

apply to any registered open-end

management investment company or

portfolio thereof for which SIMC, or any

entity controlling, controlled by, or

under common control with SIMC,

currently or in the future acts as

investment adviser. Applicants state

that SIMC will take steps designed to

ensure that any other existing or future

entity that relies on the order will

comply with the terms and conditions

of the application.

Applicants’ Legal Analysis

A. Principal Transactions Between an

Unaffiliated Portion and an Affiliated

Broker-Dealer

1. Section 17(a) of the Act generally

prohibits sales or purchases of securities

between a registered investment

company and any affiliated person of

the company or an affiliated person of

such affiliated person (‘‘second-tier

affiliate’’). Section 2(a)(3) of the Act

defines an ‘‘affiliated person’’ of another

person to include: (a) Any person that

directly or indirectly owns, controls, or

holds with power to vote 5% or more

of the outstanding voting securities of

the other person; (b) any person 5% or

more of whose outstanding voting

securities are directly or indirectly

owned, controlled by, or held with

power to vote by the other person; (c)

any person directly or indirectly

controlling, controlled by, or under

common control with the other person;

and (d) if the other person is an

investment company, any investment

adviser of that company. Applicants

assert that an Affiliated Subadviser

would be an affiliated person of a MultiManaged Portfolio, and an Affiliated

Broker-Dealer would be either an

Affiliated Subadviser or an affiliated

person of the Affiliated Subadviser, and,

thus, a second-tier affiliate of a MultiManaged Portfolio, including the

Unaffiliated Portion. Accordingly,

applicants state that any transactions to

be effected by an Unaffiliated

Subadviser on behalf of an Unaffiliated

Portion of a Multi-Managed Portfolio

with an Affiliated Broker-Dealer would

be subject to the prohibitions of section

17(a).

2. Applicants seek relief under

sections 6(c) and 17(b) to exempt

26248 Federal Register / Vol. 65, No. 88 / Friday, May 5, 2000 / Notices

principal transactions prohibited by

section 17(a) because an Affiliated

Broker-Dealer is deemed to be an

affiliated person or a second-tier affiliate

of an Unaffiliated Portion solely because

an Affiliated Subadviser is the

Subadviser to another portion of the

same Multi-Managed Portfolio. The

requested relief would not be available

if the Affiliated Broker-Dealer (except by

virtue of serving as a Subadviser) is an

affiliated person or a second-tier affiliate

of SIMC, the Unaffiliated Subadviser

making the investment decision, or any

officer, trustee, or employee of the

Multi-Managed Portfolio.

3. Section 17(b) of the Act authorizes

the SEC to grant an order permitting a

transaction other wise prohibited by

section 17(a) if it finds that the terms of

the proposed transaction are fair and

reasonable and do not involve

overreaching on the part of any person

concerned, and the proposed

transaction is consistent with the policy

of each registered investment company

and the general purposes of the Act.

Section 6(c) of the Act permits the SEC

to exempt any person or transaction

from any provision of the Act if such

exemption is necessary or appropriate

in the public interest and consistent

with the protection of investors and the

purposes fairly intended by the policies

and provisions of the Act. For the

reasons stated below, applicants submit

that the terms of the proposed

transactions meet the standards of

sections 6(c) and 17(b).

4. Applicant contend that section

17(a) is intended to prevent persons

who have the power to influence an

investment company from using that

influence to their own pecuniary

advantage. Applicants assert that when

a person acting on behalf of an

investment company has no direct or

indirect pecuniary interest in a party to

a principal transaction, the abuses that

section 17(a) is designed to prevent are

not present. Applicants state that if an

Unaffiliated Subadviser purchases

securities on behalf of an Unaffiliated

Portion in a principal transaction with

an Affiliated Broker-Dealer, any benefit

that might inure to the Affiliated BrokerDealer would not be shared by the

Unaffiliated Subadviser. In addition,

applicants state that Subadvisers are

paid on the basis of a percentage of the

value of the assets allocated to their

management. The execution of a

transaction to the disadvantage of the

Unaffiliated Portion would disadvantage

the Unaffiliated Subadviser to the extent

that it diminishes the value of the

Unaffiliated Portion. Applicants further

submit that SIMC’s power to dismiss

Subadvisers or to change the portion of

a Portfolio allocated to each Subadviser

reinforces a Subadviser’s incentive to

maximize the investment performance

of its own portion of the Multi-Managed

Portfolio.

5. Applicants state that each

Subadviser’s contract assigns it

responsibility to manage a discrete

portion of the Multi-Managed Portfolio.

The contracts neither require nor

authorize collaboration between or

among Subadvisers. Each Subadviser is

responsible for making independent

investment and brokerage allocation

decisions based on its own research and

credit evaluations. Applicants state that

SIMC does not dictate or influence

brokerage allocation decisions for the

Multi-Managed Portfolios, except where

SIMC actually advises an Unaffiliated

Portion of a Multi-Managed Portfolio.

Applicants submit that, in managing a

discrete portion of a Portfolio, each

Subadviser acts for all practical

purposes as though it is managing a

separate investment company.

6. Applicants state that the proposed

transactions will be consistent with the

policies of each Multi-Managed

Portfolio, since each Unaffiliated

Subadviser is required to manage the

Unaffiliated Portion of the MultiManaged Portfolio in accordance with

the investment objectives and related

investment policies of the MultiManaged Portfolio as described in its

registration statement. Applicants also

assert that permitting the transactions

will be consistent with the general

purposes of the Act and in the public

interest because the ability to engage in

the transactions will increase the

likelihood of a Multi-Managed Portfolio

achieving best price and execution on

its principal transactions, while giving

rise to none of the abuses that section

17(a) was designed to prevent.

B. Payment of Brokerage Compensation

by an Unaffiliated Portion to an

Affiliated Broker-Dealer

1. Section 17(e)(2) of the Act prohibits

an affiliated person or a second-tier

affiliate of a registered investment

company from receiving compensation

for acting as broker in connection with

the sale of securities to or by the

investment company if the

compensation exceeds the limits

prescribed by the section, unless

otherwise permitted by rule 17e–1

under the Act. Rule 17e–1 sets forth the

conditions under which an affiliated

person or a second-tier affiliate of an

investment company may receive a

commission which would not exceed

the ‘‘usual and customary broker’s

commission’’ for purposes of section

17(e)(2). Rule 17e–1(b) requires the

investment company’s board of

directors, including a majority of the

directors who are not ‘‘interested

persons,’’ as defined in section 2(a)(19)

of the Act, to adopt procedures

regarding brokerage compensation paid

pursuant to the rule and to determine at

least quarterly that all transactions

effected in reliance on the rule complied

with the procedures. Rule 17e–1(c)

specifies the records that must be

maintained by each investment

company with respect to any transaction

effected pursuant to rule 17e–1.

2. Applicants state that, for the

reasons discussed above, Affiliated

Broker-Dealers are second-tier affiliates

of the Unaffiliated Portions. Applicants

request relief under section 6(c) of the

Act from section 17(e) of the Act and

rule 17e–1 under the Act to the extent

necessary to permit the Unaffiliated

Portions of each Multi-Managed

Portfolio to pay brokerage compensation

to an Affiliated Broker-Dealer, when the

Affiliated Broker-Dealer acts as broker

in the ordinary course of business,

without complying with the

requirements of rule 17e–1(b) and (c)

under the Act. The requested exemption

would apply only where an Affiliated

Broker-Dealer is deemed to be an

affiliated person or a second-tier affiliate

of an Unaffiliated Portion solely because

an Affiliated Subadviser is the

Subadviser to another portion of the

same Multi-Managed Portfolio. The

relief would not apply if the Affiliated

Broker-Dealer is an affiliated person or

a second-tier affiliate of SIMC, the

Unaffiliated Subadviser to the

Unaffiliated Portion of the MultiManaged Portfolio, or any officer,

trustee, or employee of the MultiManaged Portfolio.

3. Applicants state the proposed

brokerage transactions involve no

conflicts of interest or possibility of selfdealing and will meet the standards of

section 6(c). Applicants assert that the

interests of an Unaffiliated Subadviser

are directly aligned with the interests of

the Unaffiliated Portion it advises, and

an Unaffiliated Subadviser will enter

into brokerage transactions with

Affiliated Broker-Dealers only if the fees

charged are reasonable and fair.

Applicants also note that the

Unaffiliated Subadvisers have a

fiduciary duty to obtain best price and

execution for the Unaffiliated Portion.

C. Purchases of Certain Securities by an

Unaffiliated Portion

1. Section 10(f) of the Act, in relevant

part, prohibits a registered investment

company from knowingly purchasing or

otherwise acquiring, during the

existence of any underwriting or selling

Federal Register / Vol. 65, No. 88 / Friday, May 5, 2000 / Notices 26249

syndicate, any security (except a

security of which the company is the

issuer) a principal underwriter of which

is an officer, director, member of an

advisory board, investment adviser, or

employee of the company, or an

affiliated person of any of the foregoing.

Section 10(f) also provides that the SEC

may exempt by order any transaction or

classes of transactions from any of the

provisions of section 10(f), if and to the

extent that such exemption is consistent

with the protection of investors. Rule

10f–3 under the Act exempts certain

transactions from the prohibitions of

section 10(f) if specified conditions are

met. Paragraph (b)(7) of rule 10f–3 limits

the amount of securities of any class of

an issue to be purchased by the

investment company, or by two or more

investment companies having the same

investment adviser, to 25% of the

principal amount of the offering of the

class of securities.

2. Applicants state that each

Subadviser to a Multi-Managed Portfolio

is considered to be an investment

adviser to the entire Multi-Managed

Portfolio. Therefore, all purchases of

securities by an Unaffiliated Portion

from an underwriting syndicate a

principal underwriter of which is an

Affiliated Broker-Dealer would be

subject to section 10(f).

3. Applicants request relief under

section 10(f) from that section to permit

an Unaffiliated Portion to purchase

securities during the existence of an

underwriting or selling syndicate, a

principal underwriter of which is an

Affiliated Broker-Dealer. Applicants

request relief from section 10(f) only to

the extent those provisions apply solely

because an Affiliated Subadviser is an

investment adviser to the MultiManaged Portfolio. The requested relief

would not be available if the Affiliated

Broker-Dealer is an affiliated person or

a second-tier affiliate of SIMC, the

Unaffiliated Subadviser making the

investment decision with respect to the

Unaffiliated Portion, or any officer,

trustee, or employee of the MultiManaged Portfolio. Applicants also seek

relief from section 10(f) to permit an

Affiliated Portion to purchase securities

during the existence of an underwriting

syndicate, a principal underwriter of

which is an Affiliated Broker-Dealer,

provided that the purchase will be in

accordance with the conditions of rule

10f–3, except that paragraph (b)(7) of the

rule will not require the aggregation of

purchases by the Affiliated Portion with

purchases by an Unaffiliated Portion.

4. Applicants state that section 10(f)

was adopted in response to concerns

about the ‘‘dumping’’ of otherwise

unmarketable securities on investment

companies, either by forcing the

investment company to purchase

unmarketable securities from its

underwriting affiliate, or by forcing or

encouraging the investment company to

purchase the securities from another

member of the syndicate. Applicants

submit that these abuses are not present

in the context of the Multi-Managed

Portfolios because an Unaffiliated

Subadviser’s decision to purchase

securities from an underwriting

syndicate, a principal underwriter of

which is an Affiliated Broker-Dealer,

involves no potential for ‘‘dumping.’’ In

addition, applicants assert that

aggregating purchases would serve no

purpose because there is no

collaboration among the Subadvisers

and any common purchases by an

Affiliated Subadviser and an

Unaffiliated Subadviser would be

coincidence.

D. Purchases by Unaffiliated

Subadvisers of Securities Issued by

Securities Affiliates

1. Section 12(d)(3) of the Act

generally prohibits a registered

investment company from acquiring any

security issued by any person who is a

broker, dealer, investment adviser, or

engaged in the business of underwriting

(collectively, ‘‘securities-related

activities’’). Applicants state that,

because certain of the Affiliated

Subadvisers or their affiliated persons

may be issuers that are engaged in

securities-related activities (‘‘Securities

Affiliates’’), an Unaffiliated Portion

would be prohibited by section 12(d)(3)

from purchasing securities issued by

Securities Affiliates of another

Subadviser to the same Multi-Managed

Portfolio.

2. Rule 12d3–1 under the Act exempts

from the prohibition of section 12(d)(3)

purchases of securities of an issuer

engaged in securities-related activities if

certain conditions are met. One of these

conditions, set forth in rule 12d3–1(c),

prohibits the acquisition of a security

issued by the investment company’s

investment adviser, promoter, or

principal underwriter, or any affiliated

person of the investment adviser,

promoter, or principal underwriter.

3. Applicants state that each

Subadviser to a Multi-Managed Portfolio

is considered to be an investment

adviser to the entire Multi-Managed

Portfolio. Thus, applicants state that a

purchase by an Unaffiliated Portion of

securities issued by Securities Affiliates

of another Subadviser to the same

Multi-Managed Portfolio would not

meet rule 12d3–1(c) and that applicants

are therefore unable to rely on the rule.

4. Applicants request an exemption

under section 6(c) from section 12(d)(3)

to permit an Unaffiliated Subadviers to

acquire for an Unaffiliated Portion,

securities issued by a Securities Affiliate

subject to the limits in rule 12d3–1. The

requested relief would apply only to

securities issued by a Securities Affiliate

that is an Affiliated Subadviser to

another portion of the Multi-Managed

Portfolio, or an affiliated person of an

Affiliated Subadviser to another portion.

The requested relief would not extend

to securities issued by the Subadviser

making the purchase, SIMC, or an

affiliated person of any of these entities.

5. Applicants state that their proposal

does not raise the conflicts of interest

that rule 12d3–1(c) was designed to

address because of the nature of the

affiliation between an Affiliated

Subadviser and the Unaffiliated Portion.

Applicants submit that each Subadviser

acts independently of the other

Subadvisers in making investment and

brokerage allocation decisions for the

assets allocated to its portion of the

Multi-Managed Portfolio. Applicants

assert that prohibiting the Unaffiliated

Portions from purchasing securities

issued by a Securities Affiliate may

cause Unaffiliated Subadvisers to forego

investment opportunities that would be

in the best interests of the MultiManaged Portfolios.

Applicants’ Conditions

Applicants agree that the requested

order will be subject to the following

conditions:

1. Each Multi-Managed Portfolio will

be advised by an Affiliated Sub-Adviser

and at least one Unaffiliated Subadviser

and will be operated consistent with the

manner described in the application.

2. No Affiliated Subadviser (except by

virtue of serving as Subadviser to a

discrete portion of a Multi-Managed

Portfolio) or Affiliated Broker-Dealer

will be an affiliated person or a secondtier affiliate of SIMC, any Unaffiliated

Subadviser, or any officer, trustee, or

employee of the Multi-Managed

Portfolio engaging in the transaction.

3. No Affiliated Subadviser will

directly or indirectly consult with any

Unaffiliated Subadviser concerning

allocation of principal or brokerage

transactions or concerning the purchase

of the securities issued by its Securities

Affiliates. Subadvisers may consult with

SIMC in order to monitor compliance

with the limits in rule 12d3–1.

4. No Affiliated Subadviser will

participate in any arrangement under

which the amount of its subadvisory

fees will be affected by the investment

performance of any other Subadviser.

26250 Federal Register / Vol. 65, No. 88 / Friday, May 5, 2000 / Notices

5. With respect to purchases of

securities by an Affiliated Portion

during the existence of an underwriting

or selling syndicate, a principal

underwriter of which is an Affiliated

Broker-Dealer, the conditions of rule

10f–3 will be satisfied except that

paragraph (b)(7) will not require the

aggregation of purchases by the

Affiliated Portion with purchases by an

Unaffiliated Portion.

6. Each Multi-Managed Portfolio will

comply with rule 12d3–1, except

paragraph (c) of that rule solely with

respect to purchases by an Unaffiliated

Portion of securities issued by a

Securities Affiliate that would be

prohibited by rule 12d3–1(c) solely

because the Securities Affiliate is an

Affiliated Subadviser, or an affiliated

person of an Affiliated Subadviser, to an

Affiliated Portion of the Multi-Managed

Portfolio.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 00–11226 Filed 5–4–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–24429]

Notice of Applications for

Deregistration Under Section 8(f) of the

Investment Company Act of 1940

April 28, 2000.

The following is a notice of

applications for deregistration under

section 8(f) of the Investment Company

Act of 1940 for the month of April 2000.

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 a 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

May 23, 2000, 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.

Select Advisors Trust C [File No. 811–

8404]

Summary: Applicant seeks an order

declaring that is has ceased to be an

investment company. On December 31,

1998, each series of applicant

transferred its assets to Touchstone

Series Trust (formerly known as Select

Advisors Trust A) based on net asset

value. Expenses of approximately

$218,560 incurred in connection with

the reorganization were paid by

Touchstone Advisors, Inc., applicant’s

investment adviser.

Filing Date: The application was filed

on February 7, 2000.

Applicant’s Address: 311 Pike Street,

Cincinnati, Ohio 45202.

Heritage U.S. Government Income Fund

[File No. 811–7980]

Summary: Applicant seeks an order

declaring that is has ceased to be an

investment company. On October 15,

1999, applicant transferred its assets to

Intermediate Government Fund, a series

of Heritage Income Trust, based on net

asset value. Expenses of $61,500

incurred in connection with the

reorganization were paid by applicant’s

investment adviser, Heritage Asset

Management, Inc.

Filing Date: The application was filed

on April 7, 2000.

Applicant’s Address: 800 Carillon

Parkway, St. Petersburg, Florida 33716.

The Planters Funds—Tennessee TaxFree Bond Fund [File No. 811–7065]

Summary: Applicant seeks an order

declaring that is has ceased to be an

investment company. By December 28,

1999, all shareholders of applicant had

redeemed their shares at net asset value.

No expenses were incurred in

connection with applicant’s liquidation.

Filing Dates: The application was

filed on February 17, 2000, and

amended on April 13, 2000.

Applicant’s Address: 5800 Corporate

Drive, Pittsburgh, Pennsylvania 15237–

7010.

The Rodney Square Tax-Exempt Fund

[File No. 811–4372]

The Rodney Square Fund [File No. 811–

3406]

The Rodney Square Strategic Equity

Fund [File No. 811–4808]

The Rodney Square Strategic FixedIncome Fund [File No. 811–4663]

The CRM Funds [File No. 811–9034]

Summary: Each applicant seeks an

order declaring that it has ceased to be

an investment company. On October 31,

1999, each applicant transferred its

assets to WT Mutual Fund, based on net

asset value. Approximate expenses of

$12,400; $73,540; $13,418; $7,565; and

$5,587, respectively, incurred in

connection with the reorganizations

were paid by each applicant.

Wilmington Trust Company, applicants’

investment adviser, has agreed to

reimburse The Rodney Square Strategic

Equity Fund and The Rodney Square

Strategic Fixed-Income Fund for

expenses in excess of their expense

caps.

Filing Date: Each application was

filed on April 7, 2000.

Applicants’ Address: Each of The

Rodney Square Funds: 1100 N. Market

Street, Wilmington, Delaware 19890.

The CRM Funds: 400 Bellevue Parkway,

Wilmington, Delaware 19809.

Harris & Harris Group, Inc. [File No.

811–7074]

Summary: Applicant requests an

order declaring that it ceased to be an

investment company as of July 27, 1995,

the date applicant elected to be

regulated as a business development

company.

Filing Date: The application was filed

on March 29, 2000.

Applicant’s Address: One Rockefeller

Plaza, 14 West 49th Street, New York,

New York 10020.

Life & Annuity Trust [File No. 811–

8118]

Summary: Applicant seeks an order

declaring that it has ceased to be an

investment company. On August 5,

1999, the shareholders of applicant

voted to approve the merger of applicant

with another investment company. The

name of the fund surviving the merger

is Wells Fargo Variable Trust, and its

Investment Company Act file number is

811–9255. Expenses of $144,638 were

incurred in connection with the merger

and were paid by Wells Fargo Bank,

N.A., which has been the investment

adviser to the fund for the past five

years and is the investment adviser to

the successor fund.