55288 Federal Register / Vol. 62, No. 205 / Thursday, October 23, 1997 / Notices

would be unduly burdensome and

unnecessary in view of the lack of any

conflict of interest.

C. Section 10(f) and Rule 10f–3

1. Section 10(f) of the Act prohibits a

registered investment company from

purchasing securities in an

underwriting in which certain affiliates,

including the company’s investment

adviser, act as principal underwriter.

Section 10(f) also provides that the SEC

may exempt by rule or order any

transaction from section 10(f) to the

extent that the exemption is consistent

with the protection of investors.

2. Applicants state that a Goldman

Adviser that acts as a Subadviser to a

Portfolio is an investment adviser to the

entire Portfolio. Applicant therefore

believes that 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

Unaffiliated Portions to purchase

securities in the ordinary course of

business during the existence of an

underwriting or selling syndicate, a

principal underwriter of which is an

Affiliated Broker-Dealer. Applicants

request relief only to the extent that

section 10(f) applies because a Goldman

Adviser is an investment adviser to the

Portfolio.

4. Applicants believe that the

proposed transactions meet the

standards set forth in section 10(f).

Applicants state that section 10(f) was

adopted in response to concerns about

investment bankers ‘‘dumping’’

otherwise unmarketable securities on

investment companies, either by forcing

the investment company to purchase

unmarketable securities from the

underwriting affiliate itself, 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 MultiManaged Portfolios because, as

discussed above, the Unaffiliated

Advisers will not have an incentive to

purchase the securities to benefit an

Affiliated Broker-Dealer. While the

Funds could effect the relevant

underwriting purchases by complying

with rule 10f–3, applicants assert that to

do so would be impracticable.

Applicants believe that, to comply with

rule 10f–3, the Subadvisers would have

to coordinate purchases in

underwritings, thus undermining their

independence and interfering with the

operation of the Funds.

5. Rule 10f–3 exempts certain

transactions from the prohibitions of

section 10(f) if specified conditions are

met. Rule 10f–3(b)(7) generally requires

that 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, not exceed 25% of

the principal amount of the offering.

6. Applicants believe rule 10f–3(b)(7)

requires aggregation of the purchases of

all Affiliated and Unaffiliated Portions

of a Multi-Managed Portfolio.

Applicants request an exemption under

section 10(f) to the extent necessary to

permit Affiliated Portions to purchase

securities in an underwriting without

aggregating that Portion’s purchase with

purchases of Unaffiliated Portions.

Applicants request relief only to the

extent that section 10(f) applies because

a Goldman Adviser is an investment

adviser to the Portfolio.

7. The aggregation requirement of rule

10f–3(b)(7) is intended to ensure that a

significant portion of an underwriting is

purchased by persons other than a

single fund complex under common

management. Applicants contend that

aggregating the purchases would serve

no purpose because any common

purchases would be mere coincidence,

and not the result of a decision by a

single Subadviser, because there is no

collaboration among Subadvisers.

Applicants’ Conditions

Applicants agree that any order of the

SEC granting the requested relief will be

subject to the following conditions;

1. Each Multi-Managed Portfolio will

be advised by a Goldman Adviser and

at least one Unaffiliated Adviser and

will be operated consistent with the

manner described in Section I.G. of the

application.

2. Neither the Goldman Adviser

(except of virtue of serving as

Subadviser) nor the Affiliated BrokerDealer will be an affiliated person or a

second-tier affiliated or any Unaffiliated

Adviser or any officer, trustee or

employee of the Unaffiliated Fund

engaging in the transaction.

3. No Goldman Adviser will directly

or indirectly consult with any

Unaffiliated Adviser concerning

allocation of principal or brokerage

transactions.

4. No Goldman Adviser will

participate in any arrangement whereby

the amount of its subadvisory fees will

be affected by the investment

performance of an Unaffiliated Adviser.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–28124 Filed 10–22–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Tower Tech, Inc.,

Common Stock, $.001 Par Value) Filer

No. 1–12556

October 17, 1997.

Tower Tech Inc. (‘‘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:

The Company has maintained listing

of its Security on the BSE and on the

Nasdaq Small Cap System since the

Company became subject to the

reporting requirements of the Act on

November 30, 1993. Substantially all of

the trading volume in the Security takes

place on Nasdaq and the benefits to

Security holders of dual-listing and

qualification are outweighed by the

costs of maintaining the dual-listing and

qualification.

The Company has complied with the

BSE’s delisting requirements by

notifying the BSE of its intent to delist

the Security and providing all requested

supporting documentation. By letter

dated October 8, 1997, the BSE has

informed the Company that it has no

objection to the withdrawal of the

Security from listing on the Exchange.

The Security will continue to be

qualified for trading on the Nasdaq

Small Cap Market following its delisting

from the BSE.

Any interested person may, on or

before November 7, 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

exchange and what terms, if any, should

be imposed by the Commission for the
Federal Register / Vol. 62, No. 205 / Thursday, October 23, 1997 / Notices 55289

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

3See Securities Exchange Act Release No. 38730

(June 10, 1997), 62 FR 32846.

4Lipper Analytical is a major provider of mutual

fund information and currently calculates

approximately 100 other mutual fund indexes

designed to track specific investment objectives.

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.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–28028 Filed 10–22–97; 8:45 am]

BILLING CODE 8010–01–M

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COMMISSION

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (UNC Incorporated, 91⁄8%

Senior Notes Due July 15, 2003, Issued

Pursuant to the Indenture Dated as of

July 15, 1993) File No. 1–7795

October 17, 1997.

UNC Incorporated (‘‘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 of the New

York Stock Exchange, Inc. (‘‘NYSE’’ or

‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Security from

listing and registration include the

following:

The Security was issued pursuant to

the Indenture, dated as of July 15, 1993,

as amended (the ‘‘Indenture’’) between

the Company and the Chase Manhattan

Bank, as successor Trustee (‘‘Trustee’’)

and were sold pursuant to a registration

statement filed with the Commission

and declared effective July 22, 1993.

The Security is registered pursuant to

Section 12(d) of the Act and listed for

trading on the NYSE.

As a result of the Merger, on

September 18, 1997. Standard & Poor’s

Rating Group raised its rating of the

Security to AAA. On September 30,

1997, the Company completed a debt

tender and consent solicitation for all of

the issued and outstanding Security.

Through the debt tender, the Company

purchased $87,952,000 to the

$100,000,000 aggregate principal

amount of the Security outstanding.

After the debt tender, there remained

issued and outstanding $11,900,000

aggregate principal amount of the Notes

held of record by 11 persons, including

the Depository Trust Company (DTC).

Through DTC, there are approximately

37 holders. Pursuant to the terms of the

Indenture, the Company will commence

a Change in Control offer for the

remaining Notes at a price of 101% of

par plus accrued and unpaid interest.

Since the price is below the price

offered in the recent offer, the Company

does not anticipate that any of the

remaining holders will tender into the

Change in Control offer. Therefore, the

Company intends to redeem the

outstanding Security on June 15, 1998,

the earliest possible redemption date

pursuant to the Indenture.

The Company believes that its

application to withdraw the Security

from listing and registration on the

NYSE should be granted for, among

others, the following reasons:

(a) The small principal amount of the

Security outstanding. Only $11,900,000

aggregate principal amount of the

Security remains issued and

outstanding.

(b) The Security is held by small

number of holders.

(c) The Security is the Company’s

only listed security.

(d) The costs of satisfying the

Company’s reporting obligations under

the Act. The Company represents that it

is no longer subject to the report

requirements of the Act for any other

Securities. Furthermore, as a result of

the consent solicitation, the Company is

no longer obligated under the terms of

the Indenture to file reports with the

Commission. As a consequence the

Company will not be required to incur

the costs of preparing separate annual

and periodic reports. The Company

represents that it is not obligated under

the Indenture or any other document to

maintain the listing or registration of the

Security on the NYSE or on any other

national securities exchange.

The Company notified the NYSE on

September 29, 1997 that it was

requesting delisting of the Security and

the NYSE raised no objection to such

delisting.

Any interested person may, on or

before November 7, 1997, submit by

letter to the Secretary of the Securities

and Exchange Commission, 450 Fifth

Street, NW., Washington, DC 20549,

facts bearing upon whether the

application has been made in

accordance with the rules of the

exchange 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.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–28029 Filed 10–22–97; 8:45 am]

BILLING CODE 8010–01–M

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COMMISSION

[Release No. 34–39244; File No. SR–CBOE–

97–25]

Self-Regulatory Organizations; Order

Approving Proposed Rule Change by

the Chicago Board Options Exchange,

Incorporated, Relating to the Listing

and Trading of Options on the Lipper

Analytical/Salomon Brothers Growth

and Growth & Income Fund Indexes

October 15, 1997.

I. Introduction

On June 4, 1997, the Chicago Board

Options Exchange, Incorporated

(‘‘CBOE’’ or ‘‘Exchange’’) filed a

proposed rule change with the

Securities and Exchange Commission

(‘‘SEC’’ or ‘‘Commission’’), pursuant to

Section 19(b)(1) of the Securities

Exchange Act of 1934 (‘‘Act’’) 1 and Rule

19b–4 thereunder,2 to list and trade

options on two mutual fund indexes

designed by Lipper Analytical Services,

Inc. in conjunction with Salomon

Brothers Inc.

Notice of the proposal was published

for comment and appeared in the

Federal Register on June 17, 1997.3 No

comment letters were received on the

proposed rule change. This order

approves the Exchange’s proposal.

II. Description of the Proposal

The Exchange is proposing to list and

trade cash-settled, European-style

options on two mutual fund indexes

designed by Lipper Analytical Services,

Inc. (‘‘Lipper Analytical’’ or LAS) 4 in

conjunction with Salomon Brothers

Inc.—the Lipper Analytical/Salomon

Brothers Growth Fund Index (‘‘Growth

Fund Index’’) and the Lipper

Analytical/Salomon Brothers Growth &

Income Fund Index (‘‘Growth & Income

Fund Index’’).

A. Index Design

The Indexes are composed of the 30

largest U.S. funds in each investment