60538 Federal Register / Vol. 62, No. 217 / Monday, November 10, 1997 / Notices

security or other property to such

registered company, or (b) to purchase

from such registered company any

security or other property. Section

2(a)(3) of the Act defines the term

‘‘affiliated person’’ of another person to

include: (a) Any person owning,

controlling or holding with power to

vote, 5% or more of the outstanding

voting securities of such other person;

(b) any person 5% or more of whose

outstanding voting securities are

directly or indirectly owned, controlled,

or held with power to vote, by such

other person; (c) any person controlling,

controlled by, or under common control

with, such other person; and (d) if such

other person is an investment company,

any investment adviser thereof.

2. Section 17(b) of the Act provides

that the SEC may exempt a transaction

from section 17(a) of the Act if evidence

establishes that (a) the terms of the

proposed transaction, including the

consideration to be paid, are reasonable

and fair and do not involve

overreaching on the part of any person

concerned; (b) the proposed transaction

is consistent with the policy of each

registered investment company

concerned; and (c) the proposed

transaction is consistent with the

general purposes of the Act.

3. Section 6(c) provides that the SEC

may exempt any person or transaction

from any provision of the Act or any

rule under the Act to the extent that

such exemption is necessary or

appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the Act.

4. Some of the CTF Conversions may

be deemed to be subject to the

prohibitions of section 17(a) of the Act

because the Bank may have legal title to

the assets of the CTF and therefore may

be viewed as acting as a principal in the

CTF Conversions. In addition, the

Affiliated Plan is a participant in the

Equity Growth Fund conversion. Certain

CTF Conversions also involve Funds in

which the Bank, as fiduciary for its trust

and employee pension plan customers,

may own of record or control or hold for

such customers with power to vote 5%

of a particular Fund’s outstanding

voting securities (‘‘Affiliated Funds’’).

Accordingly, applicants request an

order from the SEC pursuant to sections

6(c) and 17(b) of the Act exempting the

CTF Conversions from section 17(b) of

the Act on the terms and subject to the

conditions set forth in the application.

5. Rule 17a–8 under the Act exempts

from the prohibitions of section 17(a) of

the Act mergers, consolidations, or

purchases or sales of substantially all of

the assets of registered investment

companies that are affiliated persons, or

affiliated persons of an affiliated person,

solely by reason of having a common

investment adviser, common directors,

and/or common officers, provided that

certain conditions are satisfied. The

Fund Reorganizations and

Consolidations may not be exempt from

the prohibitions of section 17(a) by

reason of rule 17a–8 because the

Affiliated Funds may be an affiliated

person of the Bank. The Bank or its

affiliated persons are investment

advisers to the Delaware Trusts. The

Affiliated Funds, therefore, may each be

an affiliated person of an affiliated

person of the Delaware Trusts and, as

such, be prohibited by section 17(a)(1)

of the Act from selling any security or

other property to the Delaware Trusts.

As a consequence, the Fund

Reorganizations may not meet the

requirements of rule 17a–8. For this

reason, applicants request an order from

the SEC under section 17(b) of the Act

exempting applicants from section 17(a)

of the Act to the extent necessary to

complete the Fund Reorganizations and

Consolidations.

6. Applicants submit that the CTF

Conversions satisfy the requirements of

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

that the Reorganizations and

Consolidations satisfy the requirements

of section 17(b) of the Act. Applicants

assert that the transactions are in the

best interests of the CTFs, Funds, and

Delaware Trusts. In approving of or

consenting to the transactions, the CTF

fiduciaries and the Boards considered

that the interests of shareholders will

not be diluted; that the registered

investment companies’ investment

objectives and policies are generally

substantially identical in the Fund

Reorganizations and Consolidations and

comparable in the CTF Conversions;

that the conditions and policies of rule

17a–7 and rule 17a–8 under the Act will

be followed; that no overreaching by

any affiliated person is occurring; and

that the in-kind transfers of securities

avoid the costs of selling securities by

the Acquired Funds and the CTFs and

purchasing the same or similar

securities by the Acquiring Series of the

Delaware Trusts. Applicants also submit

that the CTF Conversions meet the

section 6(c) standards for relief as

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.

Applicants’ Conditions

1. The proposed CTF Conversions

will not occur unless and until: (a) The

boards of the Delaware Trusts and of the

Funds (including a majority of their

disinterested directors/trustees) and the

Committee, Second Fiduciary, or the

Bank, as the case may be, find that the

CTF Conversions are in the best

interests of the Delaware Trusts, Funds,

and participants in the CTF,

respectively, and (b) the boards of the

Delaware Trusts and of the Funds

(including a majority of their

disinterested directors/trustees) find

that the interests of the existing

shareholders will not be diluted as a

result of the proposed transfers. These

determinations and the basis upon

which they are made will be recorded

fully in the records of the Delaware

Trusts and the Funds.

2. In order to comply with the policies

underlying rule 17a–8, any CTF

Conversion will have to be approved by

the board of the Delaware Trust or Fund

and any CTF’s Committee, Secondary

Fiduciary, or the Bank, as appropriate,

who would be required to find that the

interests of beneficial owners would not

be diluted.

3. The proposed transaction will

comply with the terms of rule 17a–7(b)

through (f).

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–29601 Filed 11–7–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22873; 812–10848]

Travelers Group Inc., et al.; Notice of

Application

November 3, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under section 6(c) of the

Investment Company Act of 1940 (the

‘‘Act’’) from section 15(a) of the Act.

SUMMARY OF APPLICATION: Applicants

seek an order to permit the

implementation, without shareholder

approval, of new investment advisory

agreements between Salomon Brothers

Asset Management Inc (‘‘SBAM’’),

Salomon Brothers Asset Management

Limited (‘‘SBAM Ltd’’), Salomon

Brothers Asset Management Asia Pacific

(‘‘SBAM AP’’) (collectively, the

‘‘Advisers’’) and various registered

investment companies (‘‘Investment
Federal Register / Vol. 62, No. 217 / Monday, November 10, 1997 / Notices 60539

1SBAM is affiliated with SBAM Ltd. and SBAM

AP, each of which is registered as an investment

adviser under the Advisers Act. SBAM Ltd. and

SBAM AP act as subadviser to SBAM or share

advisory responsibility with SBAM with respect to

the Investment Companies.

2SBAM serves a the investment adviser to the

following registered investment companies:

Salomon Brothers Investors Fund Inc, Salomon

Brothers Capital Fund Inc, Salomon Brothers

Opportunity Fund Inc, Salomon Brothers Series

Funds Inc, Solomon Brothers Institutional Series

Fund Inc, The Salomon Brothers Fund Inc,

Salomon Brothers 2008 Worldwide Dollar

Government Term Trust Inc, Salomon Brothers

Worldwide Income Fund Inc, Salomon Brothers

High Income Fund Inc, The Emerging Markets

Income Fund Inc, The Emerging Markets Income

Fund II Inc, The Emerging Markets Floating Rate

Fund Inc., Global Partners Income Fund Inc.,

Municipal Partners Fund Inc., and Municipal

Partners Fund II Inc. SBAM serves as the subadviser

to the following registered investment companies:

Salomon Brothers Strategic Bond Opportunities

Series and Salomon Brothers U.S. Government

Series of New England Zenith Fund; Salomon

Brothers/JNL Global Bond Series, Salomon

Brothers/JNL U.S. Government & Quality Bond

Series, Salomon Brothers/JNL High Yield Series,

and Salomon Brothers/JNL Balanced Series of JNL

Series Trust; Strategic Bond Trust and U.S.

Government Securities Trust, which are series of

NASL Series Trust; Strategic Income Fund, U.S.

Government Securities Fund and National

Municipal Bond Fund, which are series of North

American Funds; Salomon Brothers U.S.

Government Securities Portfolio, a series of WNL

Series Trust; the Emerging Markets Debt Portfolio,

a series of SEI International Trust; Nationwide

Balanced Fund and Nationwide Multi Sector Bond

Fund, which are or will be series of Nationwide

Separate Account Trust; Americas Income Trust,

Inc.; Heritage Income Trust; Latin America

Investment Fund; and Irish Investment Fund. Inc.

SBAM Ltd. serves as the subadviser to SBAM with

respect to: Salomon Brothers Strategic Bond Fund,

a series of Salomon Brothers Series Funds Inc;

Salomon Brothers Strategic Bond Opportunities

Series, a series of New England Zenith Fund;

Salomon Brothers/JNL Global Bond Series, a series

of JNL Series Trust; Strategic Bond Trust, a series

of NASL Series Trust; Strategic Income Fund, a

series of North American Funds; and Nationwide

Multi Sector Bond Fund, a series of Nationwide

Separate Account Trust. SBAM AP serves as the

subadviser to SBAM with respect to: Salomon

Brothers Asia Growth Fund, a series of Salomon

Brothers Series Funds Inc; and, Salomon Brothers

Institutional Asia Growth Fund, a series of Salomon

Brothers Institutional Series Fund Inc.

In each of the foregoing cases, whether acting as

investment manager, investment adviser, or

subadviser, each Adviser (as applicable) is acting as

an investment adviser within the meaning of

section (2)(a)(20) of the Act, and serves as

investment manager, investment adviser or

subadviser under a contract subject to section 15 of

the Act.

13 In certain instances, Investment Companies

have obtained or, in the case of Nationwide

Separate Account Trust, have applied for exemptive

relief permitting the investment adviser to the

Investment Company to hire and fire subadvisers

without shareholder approval. See NASL Financial

Services Inc., et al., Investment Company Act

Release Nos. 22382 (December 9, 1996) (notice) and

22429 (December 31, 1996) (order); SEI Institutional

Managed trust, et al., Investment Company Act

Release Nos. 21863 (April 1, 1996) (notice) and

21921 (April 29, 1996) (order). To the extent

permitted by their respective exemptive orders,

these Investment Companies will not seek

shareholder approval of new contracts with SBAM

and SBAM Ltd.

Companies’’), for a period of up to 150

days following the date of

consummation of a merger (but in no

event later than June 9, 1998). The order

also would permit the Advisers to

receive all fees earned under the new

investment advisory agreements

following shareholder approval.

APPLICANTS: Travelers Group Inc.

(‘‘Travelers’’), Smith Barney Holdings

Inc. (‘‘Smith Barney’’), and Salomon Inc

(‘‘Salomon’’).

FILING DATES: The application was filed

on October 30, 1997. Applicants have

agreed to file an amendment during the

notice period, the substance of which is

included in this notice.

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

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

Applicants: Travelers and Smith

Barney, 388 Greenwich Street, New

York, NY 10013; Salomon, Seven World

Trade Center, New York, NY 10048.

FOR FURTHER INFORMATION CONTACT: John

K. Forst, Attorney Advisor, at (202) 942–

0569, or Christine Y. Greenless, 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, N.W., Washington, D.C. 20549

(tel. 202–942–8090).

Applicant’s Representations

1. Travelers is a diversified, integrated

financial services company engaged in

investment and asset management,

consumer finance, and life and

property-casualty insurance services.

Salomon is a global investment banking

and securities and commodities trading

company. Salomon’s U.S. asset

management business is conducted

through SBAM, an indirect, whollyowned subsidiary of Salomon and an

investment adviser registered under the

Investment Advisers Act of 1940 (the

‘‘Advisers Act’’). SBAM and its non-U.S.

investment advisory affiliates 1 provide

a broad range of fixed-income and

equity investment advisory services,

and serve as investment adviser,

investment manager, or subadviser (as

applicable) to the Investment

Companies.2

2. On September 24, 1997, Travelers

entered into a merger agreement with

Salomon, under which a wholly-owned

subsidiary of Travelers will be merged

into Salomon, with Salomon continuing

as the surviving entity and changing its

name to Salomon Smith Barney

Holdings Inc. (‘‘Salomon Smith

Barney’’). Thereafter, Smith Barney, a

subsidiary of Travelers, will merge with

Salomon Smith Barney (the foregoing

acquisitions are hereinafter collectively

referred to as the ‘‘Transaction’’).

Applicants expect consummation of the

Transaction during the latter part of

November 1997.

3. Applicants request an exemption to

permit implementation, in connection

with the Transaction, prior to obtaining

shareholder approval, of (i) new

investment advisory agreements

between each Investment Company

currently being advised by SBAM, and

SBAM, and (ii) new subadvisory

agreements between each Investment

Company’s investment adviser for

whom an Adviser currently serves in

the capacity of subadviser and an

Adviser (collectively, ‘‘New

Agreements’’).3 The requested

exemption would cover an interim

period of not more than 150 days

beginning on the date the Transaction is

consummated and continuing through

the date on which each New Agreement

is approved or disapproved by the

shareholders of each Investment

Company, but in no event later than

June 9, 1998 (the ‘‘Interim Period’’).

Applicants represent that the New

Agreements will have substantially the

same terms and conditions as the

existing investment advisory agreements

(‘‘Existing Agreements’’), except in each

case for the effective dates. Applicants

state that each Investment Company

should receive, during the Interim

Period, the same investment advisory

services, provided in the same manner

and at the same fee levels, as it received

prior to the Transaction.

4. Prior to consummation of the

Transaction, the board of directors of

each Investment Company (the ‘‘Board’’)

will meet, in accordance with section

15(c) of the Act, to consider the New

Agreements and to evaluate whether the

terms of the New Agreements are in the
60540 Federal Register / Vol. 62, No. 217 / Monday, November 10, 1997 / Notices

4To the extent that the Board of any Investment

Company cannot meet prior to the consummation

of the Transaction, applicants acknowledge that

such Investment Company may not rely on the

exemptive relief requested in the application.

best interests of the Investment

Companies and their shareholders.4

5. Applicants expect that those

Investment Companies for which SBAM

provides advisory services will

distribute proxy statements in

November and hold shareholder

meetings no later than January, 1998;

those Investment Companies for which

an Adviser provides subadvisory

services will distribute proxy statements

and hold shareholder meetings prior to

the expiration of the Interim Period, but

in no event later than June 9, 1998.

6. Applicants also request an

exemption to permit the Advisers to

receive from each Investment Company,

upon approval by their respective

shareholders, all fees earned under the

New Agreements during the Interim

Period. Applicants state that the fees to

be paid during the Interim Period will

be at the same rate as the fees that

currently are being paid under the

Existing Agreements.

7. Applicants propose to enter into an

escrow arrangement with an unaffiliated

financial institution. The fees payable to

the Advisers during the Interim Period

under the New Agreements will be paid

into an interest-bearing escrow account

maintained by the escrow agent. The

escrow agent will release the amounts

held in the escrow account (including

any interest earned): (a) to the relevant

Adviser only upon approval of the

relevant New Agreement by the

shareholders of the relevant Investment

Company, or (b) to the relevant

Investment Company if the Interim

Period has ended and its New

Agreement has not received the

requisite shareholder approval. Before

any such release is made, the directors

of the Investment Companies who are

not ‘‘interested persons,’’ as that term is

defined in section 2(a)(19) of the Act

(the ‘‘Independent Directors’’), will be

notified.

Applicants’ Legal Analysis

1. Section 15(a) of the Act provides,

in pertinent part, that it is unlawful for

any person to serve as an investment

adviser to a registered investment

company, except pursuant to a written

contract that has been approved by the

vote of a majority of the outstanding

voting securities of the investment

company. Section 15(a) further requires

that the written contract provide for its

automatic termination in the event of its

‘‘assignment.’’ Section 2(a)(4) of the Act

defines the term ‘‘assignment’’ to

include any direct or indirect transfer of

a contract by the assignor.

2. Applicants state that the

Transaction could be deemed to result

in an assignment of the Existing

Agreements and, therefore, their

termination upon consummation of the

Transaction.

3. Section 6(c) provides that the SEC

may exempt any person, security, or

transaction from any provision of the

Act, if and to the extent that such

exemption is necessary or appropriate

in the public interest and consistent

with the protection of investors and the

purposes fairly intended by the policy

and provisions of the Act. Applicants

believe that the requested relief meets

this standard.

4. Applicants note that the form and

timing of the Transaction were

determined by Travelers and Salomon

in response to a number of factors

beyond the scope of the Act and

unrelated to the Investment Companies

and the Advisers. Applicants submit

that those considerations do not allow a

time schedule that permits the

solicitation of shareholder approval of

the New Agreements prior to the

consummation of the Transaction.

Applicants submit that it is in the best

interests of each Investment Company’s

shareholders to avoid any interruption

in services to the Investment Companies

and to allow sufficient time for the

shareholders to consider the New

Agreements.

5. Applicants submit that the scope

and quality of services provided to the

Investment Companies during the

Interim Period will not be diminished.

During the Interim Period, the Advisers

would operate under the New

Agreements, which would be

substantially the same as the Existing

Agreements, except for their effective

dates. Applicants submit that they are

not aware of any material changes in the

personnel who will provide investment

management services during the Interim

Period. Accordingly, the Investment

Companies should receive, during the

Interim Period, the same advisory

services, provided in the same manner,

at the same fee levels, and by

substantially the same personnel as they

received before the Transaction.

6. Applicants contend that the best

interests of shareholders of the

Investment Companies would be served

if the Advisers receive fees for their

services during the Interim Period.

Applicants state that the fees are a

substantial part of the Advisers’ total

revenues and, thus, are essential to

maintaining their ability to provide

services to the Investment Companies.

In addition, the fees to be paid during

the Interim Period will be at the same

rate as the fees that currently are being

paid under the Existing Agreements,

which have been approved by the Board

and the shareholders of each Investment

Company.

Applicants’ Conditions

Applicants agree as conditions to the

issuance of the exemptive order

requested by the application that:

1. (a) The new advisory agreements to

be implemented during the Interim

Period will have substantially the same

terms and conditions as the existing

advisory agreements, (b) the new

subadvisory agreements to be

implemented during the Interim Period

will have substantially the same terms

and conditions as the existing

subadvisory agreements, except in each

case for the effective dates.

2. Fees earned by SBAM, SBAM Ltd

and SBAM AP in respect of the new

advisory agreements during the Interim

Period will be maintained in an interestbearing escrow account with an

unaffiliated bank, and amounts in the

account (including interest earned on

such paid fees) will be paid (a) to

SBAM, SBAM Ltd and SBAM AP in

accordance with the new advisory

agreements, after the requisite

shareholder approvals are obtained, or

(b) to the respective Investment

Company, in the absence of such

approval with respect to such

Investment Company.

3. The Investment Companies will

hold meetings of shareholders to vote on

approval of the new advisory

agreements on or before the 150th day

following the consummation of the

Transaction (but in no event later than

June 9, 1998).

4. Travelers or its affiliates will pay

the costs of preparing and filing the

application, and costs relating to the

solicitation of approval of the

Investment Companies’ shareholders

necessitated by the Transaction, unless

such solicitation occurs in conjunction

with a particular Investment Company’s

annual meeting of shareholders at

which other matters are also considered,

in which case a portion of the costs may

be allocated to such Investment

Company.

5. SBAM, SBAM Ltd and SBAM AP

will take all appropriate steps so that

the scope and quality of advisory and

other services provided to the

Investment Companies during the

Interim Period will be at least

equivalent, in the judgment of the

respective Boards, including a majority

of the disinterested directors, to the

scope and quality of services previously

provided. If personnel providing
Federal Register / Vol. 62, No. 217 / Monday, November 10, 1997 / Notices 60541

material services during the Interim

Period change materially, SBAM, SBAM

Ltd and/or SBAM AP will apprise and

consult with the Boards of the affected

Investment Companies to assure that the

Boards, including a majority of the

disinterested directors, are satisfied that

the services provided will not be

diminished in scope or quality.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–29533 Filed 11–7–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Sunshine Act Meeting

Notice is hereby given, pursuant to

the provisions of the Government in the

Sunshine Act, Pub. L. 94–409, that the

Securities and Exchange Commission

will hold the following meetings during

the week of November 10, 1997.

An open meeting will be held on

Thursday, November 13, 1997, at 10:00

a.m., followed by a closed meeting.

Commissioners, Counsel to the

Commissioners, the Secretary to the

Commission, and recording secretaries

will attend the closed meeting. Certain

staff members who have an interest in

the matters may also be present.

The General Counsel of the

Commission, or his designee, has

certified that, in his opinion, one or

more of the exemptions set forth in 5

U.S.C. 552b(c)(4) (8), (9)(A) and (10) and

17 CFR 200.402(a)(4), (8), (9)(i) and (10),

permit consideration of the scheduled

matters at the closed meeting.

Commissioner Johnson, as duty

officer, voted to consider the items

listed for the closed meeting in a closed

session.

The subject matter of the open

meeting scheduled for Thursday,

November 13, 1997, at 10:00 a.m., will

be:

(1) Consideration of whether to

propose: (i) Amendments to rule 203A–

2 under the Investment Advisers Act of

1940, to exempt investment advisers

that are required to register in thirty or

more states (but do not have $25 million

or more of assets under management or

otherwise meet the criteria for SEC

registration( from the prohibition on

SEC registration; and (ii) two alternative

amendments to rule 203A–3 under the

Investment Advisers Act of 1940, to

revise the definition of investment

adviser representative. Rule 203A–3,

adopted in May 1997, excludes from the

definition of investment adviser

representative (and thus excludes from

state qualification requirements)

supervised persons of an SEC-registered

adviser if no more than ten percent of

their clients are natural persons. The

proposed amendments to rule 203A–3

would allow supervised persons who

provide services to one or a few

institutional or business client accounts

to continue to have accommodation

clients without being subject to state

qualification requirements.

Consideration also will be given to

whether to propose amendments to rule

205–3 under the Investment Advisers

Act of 1940, which permits investment

advisers to charge performance or

incentive fees to certain eligible clients.

The rule amendments would: (i)

eliminate the provisions of the rule that

prescribe contractual terms and require

specific disclosures; (ii) revise the

threshold levels for determining client

eligibility to reflect the effects of

inflation on the levels established in

1985 when rule 205–3 was adopted; and

(iii) make all ‘‘qualified purchasers’’

(who are eligible to invest in certain

privately offered investment companies

exempt from registration under section

3(c)(7) of the Investment Company Act

of 1940) eligible for the performance fee

exemption. For further information,

please contact Kathy Ireland at (202)

942–0530.

(2) Consideration of whether to

propose for public comment rule 154

under the Securities Act of 1933 and

amendments to rules 30d–1 and 30d–2

under the Investment Company Act of

1940 and rules 14a–3, 14c–3 and 14c–

7 under the Securities Exchange Act of

1934. The proposals would permit

delivery of a single prospectus or

shareholder report to investors sharing

the same address. For further

information, please contact Marilyn

Mann at (202) 942–0582 or Elizabeth

Murphy at (202) 942–2848.

The subject matter of the closed

meeting scheduled for Thursday,

November 13, 1997, following the 10:00

a.m. open meeting, will be:

Institution and settlement of

injunctive actions.

Institution and settlement of

administrative proceedings of an

enforcement nature.

At times, changes in Commission

priorities require alterations in the

scheduling of meeting items. For further

information and to ascertain what, if

any, matters have been added, deleted

or postponed, please contact:

The Office of the Secretary at (202)

942–7070.

Dated: November 5, 1997.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–29702 Filed 11–5–97; 4:52 pm]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[File No. 500–1]

Trinity Gas Corporation; Order of

Suspension of Trading

November 6, 1997.

It appears to the Securities and

Exchange Commission that there is a

lack of current and accurate information

concerning the securities of Trinity Gas

Corporation, a Nevada corporation with

executive offices located at One Center

Ave., Nationsbank Plaza, Suite 200,

Brownwood, Texas 76801, and that

questions have been raised about recent

market activity in the securities of the

company and the adequacy of publicly

disseminated information concerning,

among other things, the valuation of the

company’s assets, the results of its

business operations, and the recent

resignation of its auditors.

The Commission is of the opinion that

the public interest and the protection of

investors require a suspension of trading

in the securities of the above listed

company.

Therefore, It Is Ordered, pursuant to

Section 12(k) of the Securities Exchange

Act of 1934, that trading in the above

listed company is suspended for the

period from 9:30 a.m. (EST), on

November 6, 1997, through 11:59 p.m.

(EST), on November 19, 1997.

By the Commission.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–29749 Filed 11–6–97; 12:35 pm]

BILLING CODE 8010–01–M