Federal Register / Vol. 62, No. 175 / Wednesday, September 10, 1997 / Notices 47709

2Each partnership will preserve the accounts,

books and other documents required to be

maintained in an easily accessible place for the first

two years.

3Each Partnership will preserve the accounts,

books and other documents required to be

maintained in an easily accessible place for the first

two years.

code of ethics and that every access

person of a registered investment

company report personal securities

transactions. Applicant requests an

exemption from the provisions of rule

17j–1, except for the antifraud

provisions of paragraph (a), because

they were unnecessarily burdensome as

applied to the Partnerships.

Applicant’s Conditions

Applicant agrees that any order

granting the requested relief shall be

subject to the following conditions:

1. Each proposed transaction

involving a Partnership otherwise

prohibited by section 17(a) or section

17(d) of the Act and rule 17d–1

thereunder (the ‘‘Section 17

Transactions’’) will be effected only if

the General Partner determines that: (a)

The terms of the transaction, including

the consideration to be paid or received,

are fair and reasonable to the Limited

Partners and do not involve

overreaching of the Partnership or its

Limited Partners on the part of any

person concerned; and (b) the

transaction is consistent with the

interests of the Limited Partners, the

Partnership’s organizational documents,

and the Partnership’s reports to its

Limited Partners. In addition, the

General Partner will record and preserve

a description of such affiliated

transactions, its findings, the

information or materials upon which its

findings are based, and the basis for the

findings. All such records will be

maintained for the life of the

Partnership and at least two years

thereafter, and will be subject to

examination by the SEC and its staff.2

2. In connection with Section 17

Transactions, the General Partner will

adopt, and periodically review and

update, procedures designed to ensure

that reasonable inquiry is made, prior to

the consummation of any such

transaction, with respect to the possible

involvement in the transaction of any

affiliated person or promoter of or

principal underwriter for the

Partnership, or any affiliated person of

such person, promoter, or principal

underwriter.

3. The General Partner will not invest

the funds of any Partnership in any

investment in which an Affiliated CoInvestor (as defined below) has or

proposes to acquire the same class of

securities of the same issuer, where the

investment involves a joint enterprise or

other joint arrangement within the

meaning of rule 17d–1 in which the

Partnership and an Affiliated CoInvestor are participants, unless any

such Affiliated Co-Investor, prior to

disposing of all or part of its investment,

(a) gives the General Partner sufficient,

but not less than one day’s, notice of its

intent to dispose of its investment, and

(b) refrains from disposing of its

investment unless the Partnership has

the opportunity to dispose of the

Partnership’s investment prior to or

concurrently with, on the same terms as,

and pro rata with the Affiliated CoInvestor. The term ‘‘Affiliated CoInvestor’’ means any person who is: (a)

An affiliated person of the Partnership

(other than an investment company or

other fund which is offered, sponsored,

advised or managed by a CSFB

Company and which includes investors

who are not CSFB Companies); (b) a

CSFB Company; (c) an officer or director

of a CSFB Company, or (d) a company

in which the General Partner of such

Partnership acts as general partner or

has a similar capacity to control the sale

or other disposition of the company’s

securities. The restrictions contained in

this condition, however, shall not be

deemed to limit or prevent the

disposition of an investment by an

Affiliated Co-Investor: (a) To its direct

or indirect majority-owned subsidiary,

to any company (a ‘‘Parent’’) of which

the Affiliated Co-Investor is a direct or

indirect majority-owned subsidiary, or

to a direct or indirect majority-owned

subsidiary of its Parent; (b) to immediate

family members of the Affiliated CoInvestor or a trust established for any

Affiliated Co-Investor or any such

family member; or (c) when the

investment is comprised of securities

that are (i) listed on a national securities

exchange registered under section 6 of

the 1934 Act; (ii) national market system

securities pursuant to section 11A(a)(2)

of the 1934 Act and rule 11Aa2–1

thereunder; or (iii) government

securities as defined in section 2(a)(16)

of the Act.

4. Each Partnership and its General

Partner will maintain and preserve, for

the life of each such Partnership and at

least two years thereafter, such

accounts, books, and other documents

as constitute the record forming the

basis for the audited financial

statements that are to be provided to the

Limited Partners, and each annual

report of such Partnership required by

the terms of the applicable partnership

agreement, to be sent to the Limited

Partners, and agree that all such records

will be subject to examination by the

SEC and its staff.3

5. The General Partner will send

Partnership financial statements to each

Limited Partner who had an interest in

a Partnership at any time during the

fiscal year then ended. Except for

Partnerships formed to make a single

investment, the statements will be

audited by the Partnership’s

independent accountants. At the end of

each fiscal year, the General Partners

will make a valuation or have a

valuation made of all of the assets of the

Partnership as of such fiscal year end.

In addition, within 90 days after the end

of each fiscal year of each of the

Partnerships or as soon as practicable

thereafter, the General Partner shall

send a report to each person who was

a Limited Partner at any time during the

fiscal year then ended setting forth such

tax information as shall be necessary for

the preparation by the Limited Partner

of his or her federal and state income

tax returns, and a report of the

investment activities of the Partnership

during each year.

6. Whenever a Partnership makes a

purchase from or sale to an entity

affiliated with a Partnership by reason

of a 5% or more investment in such

entity by a CSFB Company director,

officer, or employee, or person on

retainer, such individual will not

participate in the General Partner’s

determination of whether or not to effect

such purchase or sale.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–23953 Filed 9–9–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–22807; 812–10714]

Style Select Series, Inc., et al.; Notice

of Application

September 3, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

exemption under section 17(b) of the

Investment Company Act of 1940 (the

‘‘Act’’) from section 17(a) of the Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit a series of the
47710 Federal Register / Vol. 62, No. 175 / Wednesday, September 10, 1997 / Notices

1The Acquiring Fund also offers Class C shares,

but they will not be issued in connection with the

Reorganization (as defined below).

Style Select Series, Inc. to acquire all of

the assets and assume all of the

liabilities of a series of SunAmerica

Equity Funds.

APPLICANTS: Style Select Series, Inc. (the

‘‘Company’’), on behalf of International

Equity Portfolio (the ‘‘Acquiring Fund’’),

and SunAmerica Equity Funds (the

‘‘Trust’’), on behalf of SunAmerica

Global Balanced Fund (the ‘‘Acquired

Fund’’).

FILING DATES: The application was filed

on July 3, 1997, and amended on August

28, 1997.

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

September 24, 1997, 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 who wish to be notified of a

hearing may request notification by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, NW., Washington, DC 20549.

Applicants, The SunAmerica Center,

733 Third Avenue, New York, New

York 10017–3204.

FOR FURTHER INFORMATION CONTACT:

Lawrence W. Pisto, Senior Counsel, at

(202) 942–0527, or Christine Y.

Greenlees, Branch Chief, at (202) 942–

0564 (Office of Investment Company

Regulation, Division of Investment

Management).

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, NW., Washington, DC 20549 (tel.

(202) 942–8090).

Applicants’ Representations

1. The Company, a Maryland

corporation, is registered under the Act

as an open-end management investment

company. The Acquiring Fund is one of

four series of the Company. The Trust,

a Massachusetts business trust, is

registered under the Act as an open-end

management investment company. The

Acquired is one of six series of the

Trust. The Acquiring Fund and the

Acquired Fund may be referred to

individually as a ‘‘Fund’’ and

collectively as the ‘‘Funds.’’

SunAmerica Asset Management Corp.

(‘‘SAAMCo’’), an investment adviser

registered under the Investment

Advisers Act of 1940 and indirect

wholly-owned subsidiary of

SunAmerica Inc., serves as investment

adviser to both Funds.

2. Each Fund offers Class A and Class

B shares.1 Class A and Class B shares of

the Acquiring Fund are subject to sales

charges and distribution fees on

identical terms as Class A and Class B

shares, respectively, of the Acquired

Fund. Class A shares of each Fund are

sold at the respective net asset value

plus a sales charge imposed at the time

of purchase, and Class B shares of each

Fund are sold at the respective net asset

value subject to a contingent deferred

sales charge (‘‘CDSC’’) if redeemed

within six years of the date of purchase.

3. On the Effective Date (as defined

below) of the proposed reorganization

(the ‘‘Reorganization’’), all of the assets

and liabilities of the Acquired Fund will

be transferred to the Acquiring Fund in

exchange for Class A and Class B shares

of the Acquiring Fund (the ‘‘Issued

Shares’’) on the basis of relative net

asset value. The Funds are seeking to

consummate the Reorganization on or

about September 12, 1997, and in any

event no later than September 30, 1997,

the fiscal year end of the Acquired Fund

(the ‘‘Effective Date’’).

4. No sales charge will be imposed on

the Issued Shares. Class B shares of each

Fund automatically convert to Class A

shares approximately seven years after

purchase. A shareholder’s holding

period for Class B shares of the

Acquiring Fund received in the

Reorganization will include the

shareholder’s holding period for the

Class B shares of the Acquired Fund

exchanged therefor in the

Reorganization, for purposes of

determining any applicable CDSC upon

redemption of such shares as well as

when such shares convert to Class A

shares.

5. SunAmerica Capital Services, Inc.

(‘‘SACS’’ or the ‘‘Distributor’’), an

affiliated person of SAAMCo, serves as

distributor of both Funds. Each Fund

has adopted distribution plans with

respect to Class A and Class B shares

(hereinafter referred to as the ‘‘Class A

Plans’’ and the ‘‘Class B Plans,’’ and

collectively, the ‘‘Distribution Plans’’).

Under the Class A Plans, the Distributor

may receive payments from a Fund at an

annul rate of up to 0.10% of average

daily net assets of such Fund’s Class A

shares. Under the Class B Plans, the

Distributor may receive payments from

a Fund at the annual rate of up to 0.75%

of the average daily net assets of such

Fund’s Class B shares. It is possible that

in any given year, the amount paid to

the Distributor under the Class A plans

or Class B Plans May exceed the

Distributor’s distribution costs as

described above. The Distribution Plans

provide that each class of shares of each

Fund may also pay the Distributor an

account maintenance and service fee of

up to 0.25% of the aggregate average

daily net assets of such class of shares.

6. The Acquiring Fund seeks longterm growth of capital by investing in

equity securities of issuers in countries

other than the United States. The

Acquiring Fund will invest, under

normal circumstances, at least 65% of

its total assets in equity securities of

issuers in at least three countries other

than the United States. The Acquired

Fund seeks capital appreciation while

conserving principal by maintaining at

all times a balanced portfolio of

domestic and foreign stocks and bonds.

Under normal circumstances, the

Acquired Fund will invest at least: (a)

25% of its assets in global fixed-income

senior securities; (b) 10% of its assets in

domestic equity securities; and (c) 45%

of its assets in foreign equity securities.

In addition, it is anticipated that, under

normal circumstances, the Acquired

Fund will invest its assets in at least 10

countries at any time, although it is only

required, under such circumstances, to

maintain investments in at least three

countries (one of which may be the

United States).

7. Immediately after the Effective

Date, (a) the Issued Shares received by

the Acquired Fund pursuant to the

Agreement and Plan of Reorganization

(the ‘‘Agreement’’) will be distributed to

the shareholders of the Acquired Fund

in exchange for their Class A and Class

B shares (‘‘Exchange Shares’’) in the

Acquired Fund, such that each

shareholder of the Acquired Fund will

receive a number of full and fractional

Issued Shares of the same class as, and

having, at the Effective Date, an

aggregate net asset value equal to the

aggregate net asset value of the

Exchanged Shares held by such

shareholder on Effective Date at the time

at which the Acquiring Fund ordinarily

determines its net asset value

(computed as of close of regular trading

on the New York Stock Exchange), and

(b) the Exchanged Shares will thereupon

be canceled on the books of the Trust.

The net asset value of the Issued Shares

and of the Exchanged Shares will be

calculated in accordance with the

description of the net asset value in the

then-current prospectus of the
Federal Register / Vol. 62, No. 175 / Wednesday, September 10, 1997 / Notices 47711

2SunAmerica Inc. does not own any of the

outstanding shares of the Acquired Fund as of June

30, 1997. 1 15 U.S.C. 78s(b)(1).

Acquiring Fund and Acquired Fund,

respectively.

8. The distribution of the Issued

Shares to the shareholders of the

Acquired Fund will be accomplished by

the establishment of an open account on

the share records of the Acquiring Fund

in the name of each shareholder of the

Acquired Fund and representing the

respective pro rata number of Issued

Shares of the same class as, and equal

in value to the value of, the Exchanged

Shares held by such shareholder at the

Effective Date. Exchanged Shares held

in an open account with the transfer

agent of the Acquired Fund will

automatically become the number of

Issued Shares provided for above and be

held in an open account with the

transfer agent of the Acquiring Fund.

9. The Agreement provides that the

Acquired Fund will make one or more

distributions to shareholders prior to the

Effective Date which, together with all

previous distributions, will have the

effect of distributing to its Class A and

B shareholders all of its net investment

income and capital gains for the period

from the close of its last fiscal year to

the close of business on the Effective

Date and any undistributed amounts

thereof from the last fiscal year.

10. On May 22, 1997, the board of

directors of the Company and the board

of trustees of the Trust (collectively, the

‘‘Boards’’), including their disinterested

directors and trustees, respectively,

unanimously approved the Agreement.

In deciding to approve the Agreement,

the Boards concluded that the

Reorganization would operate in the

best interests of the relevant Fund and

its shareholders and that the interests of

the shareholders of each Fund would

not be diluted as a result of the

Reorganization.

11. In deciding to approve the

Agreement and recommend it to the

shareholders of the Acquired Fund, the

Board of the Trust reviewed information

related to the following factors: (1)

Performance of the Funds; (2) Funds’

fees and expenses; (3) Funds’ growth

rate and economies of scale; (4) the

similarities of the Funds; (5) the tax-free

nature of the transaction; and (6) lack of

dilution of the interests of the Acquired

Fund shareholders.

12. All costs of the Reorganization,

including the costs of printing and

mailing the prospectus/proxy statement

and the costs of the special meeting of

shareholders of the Acquired Fund

scheduled for September 5, 1997 (the

‘‘Meeting’’), will be borne by SAAMCo

and not by either Fund.

13. A definitive prospectus/proxy

statement relating to the Meeting was

filed with the SEC on July 8, 1997.

Applicants sent the prospectus/proxy

statement to shareholders of the

Acquired Fund on July 8, 1997, for their

approval at the Meeting.

14. The Agreement sets forth certain

conditions to the consummation of the

Reorganization, including the approval

of the Reorganization by shareholders of

the Acquired Fund, receipt of an

opinion of counsel as to tax matters, and

receipt of the SEC order requested in the

application.

15. The Agreement and the

Reorganization may be terminated by

either Board notwithstanding approval

by the shareholders of the Acquired

Fund at any time prior to the Effective

Date if circumstances should develop

that, in the opinion of either Board,

make proceeding with the Agreement

inadvisable. Applicants agree not to

make any material changes to the

Agreement without prior SEC approval.

Applicants’ Legal Analysis

1. Section 17(a) generally prohibits an

affiliated person of a registered

investment company, or any affiliated

person of such person, from selling any

security to or purchasing any security

from the company. Section 2(a)(3)(C)

defines the term ‘‘affiliated person’’ of

another person to include any person

controlling, controlled by, or under

common control with such person.

2. Rule 17a–8 exempts from the

prohibitions of section 17(a) mergers,

consolidations, or purchases or sales of

substantially all of the assets of

registered investment companies that

are affiliated persons solely by reason of

having a common investment adviser,

common directors/trustees, and/or

common officers, provided that certain

conditions are satisfied.

3. Applicants believe that they may

not rely on rule 17a–8 in connection

with the Reorganization because the

Acquiring Fund and the Acquired Fund

may be affiliated for reasons other than

those set forth in the rule. Specifically,

SunAmerica Inc. indirectly owns 100%

of the outstanding voting securities of

each of SAAMCo and SACS, the adviser

to and distributor of, respectively, both

Funds. As of June 30, 1997, the record

date for the Meeting, SunAmerica Inc.

also owns with the power to vote

approximately 32% of the outstanding

shares of the Acquiring Fund.2 Because

of this ownership, applicants believe

that the Acquiring Fund may be deemed

an affiliated person of an affiliated

person of the Acquired Fund, and vice

versa, for reasons not based solely on

their common adviser.

4. Section 17(b) authorizes the SEC to

exempt a proposed transaction from

section 17(a) if the terms of the

proposed transaction, including the

consideration to be paid or received, are

reasonable and fair and do not involve

overreaching on the part of any person

concerned; the proposed transaction is

consistent with the policies of each

registered investment company

concerned and the general purposes of

the Act.

5. Applicants submit that the terms of

the Reorganization satisfy the standards

set forth in section 17(b), in that the

terms are fair and reasonable and do not

involve overreaching on the part of any

person concerned. Applicants note that

each Board, including the noninterested trustees and directors, as

applicable, reviewed the terms of the

Reorganization as set forth in the

Agreement, including the consideration

to be paid or received, and found that

participation in the Reorganization as

contemplated by the Agreement is in the

best interests of the Company, the Trust,

and each Fund, and that the interests of

existing shareholders of each Fund will

not be diluted as a result of the

Reorganization. Applicants also note

that the exchange of the Acquired

Fund’s assets and liabilities for the

shares of the Acquiring Fund will be

based on the Funds’ relative net asset

values.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–23952 Filed 9–9–97; 8:45 am]

BILLIING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39008; File No. SR–Amex–

97–32]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

American Stock Exchange, Inc.

Relating to Board Telephone

Conferencing and Exchange Official

Qualification Requirements

September 3, 1997.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 notice is hereby given that on

August 20, 1997, the American Stock

Exchange, Inc. (‘‘Amex’’ or ‘‘Exchange’’)

filed with the Securities and Exchange

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