Federal Register / Vol. 62, No. 156 / Wednesday, August 13, 1997 / Notices 43383

1The Current Portfolios presently invest in shares

of open-end investment companies. Applicant

expects to add an additional series, the

International Portfolio, which will invest in shares

of registered closed-end investment companies and

unit investment trusts as well as shares of registered

open-end investment companies. As of the date of

applicant’s last amended application, the shares of

this Portfolio were not being offered to the public.

ADDRESSES: Send or deliver comments

to—

Lorraine E. Dettman, Chief, Operations

Support Division, Retirement and

Insurance Service, U.S. Office of

Personnel Management, 1900 E Street,

NW, Room 3349, Washington, DC

20415

and

Joseph Lackey, OPM Desk Officer,

Office of Information and Regulatory

Affairs, Office of Management and

Budget, New Executive Office

Building, NW, Room 10235,

Washington, DC 20503.

FOR INFORMATION REGARDING

ADMINISTRATIVE COORDINATION CONTACT:

Mary Beth Smith-Toomey, Management

Services Division, (202) 606–0623.

Office of Personnel Management.

James B. King,

Director.

[FR Doc. 97–21355 Filed 8–12–97; 8:45 am]

BILLING CODE 6325–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–22782; 812–10506]

FundManager Portfolios; Notice of

Application

August 7, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

SUMMARY OF APPLICATION: Applicant

requests an order under section

12(d)(1)(J) of the Act that would permit

a fund of funds relying on section

12(d)(1)(F) to offer its shares to the

public with a sales load that exceeds the

1.5% limit of section 12(d)(1)(F)(ii).

FILING DATE: The application was filed

on January 21, 1997, and amendments

to the application were filed on April

24, 1997, and June 23, 1997. Applicant

has agreed to file an additional

amendment, the substance of which is

incorporated 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 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 2, 1997, and should be

accompanied by proof of service on

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 SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, N.W., Washington, D.C. 20549.

Applicant, One Beacon Street, Boston,

Massachusetts 02108.

FOR FURTHER INFORMATION CONTACT:

Deepak T. Pai, Staff Attorney, at (202)

942–0574, or Mercer E. Bullard, 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 at the SEC’s

Public Reference Branch, 450 Fifth

Street, N.W., Washington, D.C. 20549

(tel. 202–942–8090).

Applicant

FundManager Portfolios (the ‘‘Trust’’),

on behalf of its current series, the

FundManager Aggressive Growth

Portfolio, FundManager Growth

Portfolio, FundManager Growth with

Income Portfolio, FundManager Bond

Portfolio and FundManager Managed

Total Return Portfolio (the ‘‘Current

Portfolios’’), and any series of the Trust

created in the future (together with the

Current Portfolios, the ‘‘Portfolios’’).

Applicant’s Representations

1. The Trust is a registered, open-end

management investment company

organized in 1995 as a Delaware

business trust. The Trust currently

consists of five diversified series with

differing investment objectives.1 Prior to

February, 1995, the Current Portfolios

were series of the Republic Funds,

which is also an open-end management

investment company. Prior to April,

1987, the Current Portfolios were series

of two separate investment companies,

FundVest and FundTrust Tax Free

Trust. The Current Portfolios have been

in existence either as series of the Trust,

the Republic Funds, or their

predecessors for more than 10 years

(except for the Managed Total Return

Portfolio which was established in

1988) and have operated pursuant to

section 12(d)(1)(F) of the Act since their

inception. Freedom Capital

Management Corporation (the

‘‘Adviser’’), through its M.D. Hirsch

Division, acts as investment adviser to

the Trust. For the fiscal year ended

September 30, 1996, each of the Current

Portfolios paid the Adviser a fee at the

annual rate of 0.50% of net assets.

2. Each Portfolio will be designed to

provide investors with a practical, costefficient means of investing in a

diversified pool of investment

companies’ securities. Each Portfolio

will invest in shares of other registered

investment companies or series thereof

(the ‘‘Underlying Funds’’). Each

Portfolio will seek to achieve its

investment objective by investing in

approximately ten to fifteen Underlying

Funds, although it may invest up to

25% of its total assets in any one

Underlying Fund. Each of the

Underlying Funds will be unaffiliated

with the Portfolios and will be

registered as an investment company.

3. Each Portfolio will invest in both

load and no-load Underlying Funds.

With respect to load funds, a Portfolio

will purchase such shares pursuant to

(a) letters of intent, permitting the

Portfolio to pay reduced sales charges

by aggregating its intended purchase

over time; (b) rights of accumulation,

permitting the Portfolio to pay reduced

sales charges as it purchases additional

shares of an Underlying Fund; and (c)

the right to pay reduced sales charges by

aggregating its purchases of several

Underlying Funds within a family of

Underlying Funds. Utilizing these

techniques, the majority of the

Underlying Fund shares purchased by

the Current Portfolios during the past

two years have been purchased without

any sales load.

4. Each of the Current Portfolios offers

two classes of shares, the Financial

Adviser Class shares and the No-Load

Class shares, except for the Managed

Total Return Portfolio, which offers only

Financial Adviser Class shares.

Currently, no sales or service charge is

imposed on the No-Load Class shares.

The only sales or service charges

imposed on the Financial Adviser Class

shares are (1) distribution fees pursuant

to rule 12b–1 under the Act of up to

.50% and (2) fees to service

organizations of up to .25% for

administrative services provided to

Financial Adviser Class shareholders.

Applicant requests relief from the sales

load restriction of section 12(d)(1)(F)(ii)

to permit each Portfolio to offer its

shares with a sales load in excess of

1.5%. Applicant will comply with all

other provisions of section 12(d)(1)(F).
43384 Federal Register / Vol. 62, No. 156 / Wednesday, August 13, 1997 / Notices

Applicant’s Legal Analysis

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

provides that no registered investment

company may acquire securities of

another investment company if such

securities represent more than 3% of the

acquired company’s outstanding voting

stock, more than 5% of the acquiring

company’s total assets, or if such

securities, together with the securities of

any other acquired investment

companies, represent more than 10% of

the acquiring company’s total assets.

2. Section 12(d)(1)(F) of the Act

provides that section 12(d)(1) does not

apply to securities purchased or

otherwise acquired by a registered

investment company if immediately

after the purchase or acquisition not

more than 3% of the total outstanding

stock of the acquired company is owned

by the acquiring company and its

affiliated persons and the acquiring

company does not impose a sales load

on its shares of more than 1.5%. In

addition, no acquired company may be

obligated to honor any acquiring

company’s redemption request in excess

of 1% of the acquired company’s

securities during any period of less than

30 days. The acquiring company also

must vote its acquired company shares

either in accordance with instructions

from the acquiring company’s

shareholders or in the same proportion

as all other shareholders of the acquired

company.

3. Section 12(d)(1)(J) provides that the

SEC may exempt any series of

transactions from any provision of

section 12(d)(1) of the Act if and to the

extent that such exemption is consistent

with the public interest and the

protection of investors. Applicant

believes that the requested relief meets

the standards set forth in section

12(d)(1)(J).

4. Applicant asserts that section

12(d)(1) is intended to mitigate or

eliminate actual or potential abuses that

might arise when one investment

company acquires shares of another

investment company, including the

excessive layering of sales charges.

Applicant believes that its proposal

does not present any danger of excessive

sales loads. If a Portfolio determines to

invest in shares of an Underlying Fund

that bears sales charges or service fees,

applicant states that the aggregate sales

charges or service fees will not exceed

the limits set forth in rule 2830(d) of the

Conduct Rules of the National

Association of Securities Dealers

(‘‘NASD’’). Applicant believes that it is

appropriate to apply the limits on sales

charges and service fees by the NASD’s

rules to the proposed arrangement in

place of the sales load limitation in

section 12(d)(1)(F). Further, as

discussed above, applicant states that

the Portfolios intend to structure their

purchases of Underlying Funds so as to

purchase most, if not all, of the

Underlying Funds without incurring

sales charges.

5. Applicant states that each Portfolio

provides investors with the opportunity

to participate in a professionally

selected, diversified portfolio of

investment company shares in one

package and at one sales load. Applicant

contends that, for many smaller

investors, a packaged product may be

less expensive than direct acquisition

and maintenance of a comparable

portfolio. Applicant submits that the

convenience (such as ease of acquisition

and sale), diversification, professional

management, and selection of securities

justify any administrative costs

associated with creating such a

Portfolio. Applicant also submits that

Underlying Funds will benefit from the

additional economies of scale resulting

from the sale of a large number of shares

to a Portfolio, because each Portfolio

will be carried on the books as a single

shareholder account.

Applicant’s Conditions

Applicant agrees that the order

granting the requested relief will be

subject to the following conditions:

1. Any sales charges or service fees

charged with respect to a class of shares

of a Portfolio, when aggregated with any

sales charges or service fees paid by the

Portfolio with respect to securities of the

Underlying Funds held by the Portfolio,

will not exceed the limits set forth in

rule 2830(d) of the NASD’s Conduct

Rules.

2. Each Portfolio will comply with

section 12(d)(1)(F) in all respects except

for sales load limitation of section

12(d)(1)(F)(ii).

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–21365 Filed 8–12–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

to Withdraw From Listing and

Registration; (Grove Property Trust,

Common Stock, $.01 Par Value) File

No. 1–13080

August 7, 1997.

Grove Property Trust (‘‘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’’) and Rule 12d2–2(d)

promulgated thereunder, to withdraw

the above specified security (‘‘Security’’)

from listing and registration on the

Boston Stock Exchange, Inc. (‘‘BSE’’ or

‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Security from

listing and registration include the

following:

According to the Company, the

Security is also listed on the American

Stock Exchange, Inc. (‘‘Amex’’) effective

May 23, 1997.

The Company has complied with the

requirements of the BSE by filing with

the Exchange a certified copy of

preambles and resolutions adopted by

the Company’s Board of Directors

authorizing the withdrawal of its

Security from listing on the BSE and by

setting forth in detail to the Exchange

the reasons for such proposed

withdrawal, and the facts in support

thereof.

In making the decision to withdraw

its Security from listing on the BSE, the

Company considered the direct and

indirect costs and expenses associated

with maintaining the dual listing of its

Security on the BSE and the Amex. The

Company does not see any particular

advantage in the dual trading of its

securities and believes that dual listing

may fragment the market for its

securities.

Any interested person may, on or

before August 28, 1997, submit by letter

to the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

N.W., Washington, D.C. 20549, facts

bearing upon whether the application

has been made in accordance with the

rules of the exchanges 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.