60296 Federal Register / Vol. 62, No. 216 / Friday, November 7, 1997 / Notices

1See Letter re the National Association of

Investment Clubs (June 1, 1979).

2Securities Exchange Act Release No. 35058

(December 1, 1994); Securities Exchange Act

Release No. 35040 (December 1, 1994); Letter re:

The Securities Transfer Association (December 1,

1994); Letter re: First Chicago Trust Company of

New York (December 1, 1994).

Applicant asserts that the legislative

history of section 15(f) indicates that

Congress intended the SEC to deal

flexibly with situations where the

imposition of the 75 percent

requirement might pose an unnecessary

obstacle or burden on a fund. Applicant

also states that section 15(f)(1)(A) was

designed primarily to address the types

of biases and conflicts of interest that

might exists where the board of an

investment company is influenced by a

substantial number of interested

directors to approve a transaction

because the directors have an economic

interest in the adviser. Because these

circumstances do not exist in the

present case, applicant believes that the

SEC should be willing to exercise

flexibility.

Applicant’s Condition

Applicant agrees that any order of the

SEC granting the requested relief with

respect to a particular Company will be

subject to the following condition:

If, within three years of the completion of

the Transaction, it becomes necessary to

replace any director of the Company, that

director will be replaced by a director who

is not an ‘‘interested person’’ of SBAM or

SBAM Limited within the meaning of section

2(a)(19)(B) of the Act, unless at least 75% of

the directors at that time, after giving effect

to the order granted pursuant to the

application, are not interested persons of

SBAM or SBAM Limited, provided that this

condition will not preclude replacements

with or additions of directors who are

interested persons of SBAM or SBAM

Limited solely by reason of being affiliated

persons of brokers or dealers who are

affiliated persons of another investment

adviser to a Company, provided that the

brokers or dealers are not affiliated persons

of SBAM or SBAM Limited.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–29471 Filed 11–6–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

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[Release No. 34–39291]

Order Denying Exemption From

Broker-Dealer Registration to Investors

Direct Empowerment Association, Inc.

November 3, 1997.

AGENCY: Securities and Exchange

Commission.

ACTION: Denial of exemption.

SUMMARY: The Securities and Exchange

Commission is denying an exemption

from broker-dealer registration pursuant

to Section 15(a) of the Securities

Exchange Act of 1934 to Investors Direct

Empowerment Association, Inc.

FOR FURTHER INFORMATION CONTACT:

Catherine McGuire, Chief Counsel, or

Lourdes Gonzalez, Special Counsel,

(202) 942–0073, Office of Chief Counsel,

Division of Market Regulation, Mail

Stop 5–10, Securities and Exchange

Commission, 450 Fifth Street, NW.,

Washington, DC 20549.

SUPPLEMENTARY INFORMATION:

I. Background

Investors Direct Empowerment

Association, Inc. (‘‘IDEA’’), a not-forprofit corporation, has requested an

exemption, pursuant to Section 15(a)(2)

of the Securities Exchange Act of 1934

(‘‘Exchange Act’’), from the brokerdealer registration requirement of

Section 15(a)(1) of the Exchange Act.

Under IDEA’s proposed program,

IDEA would purchase one share of stock

from various corporations with

dividend reinvestment and stock

purchase plans (‘‘DRSPPs’’) and then

would join each corporation’s DRSPP.

An investor interested in joining a

corporation’s DRSPP would send funds

to IDEA, made payable to an unaffiliated

escrow agent, for the purchase of

specified securities. IDEA would

aggregate investors’ funds, then forward

them to the appropriate DRSPP to

purchase shares of that corporation in

IDEA’s name as nominee. IDEA then

would allocate the shares purchased

among participating investors. IDEA

would charge a fee per order received.

IDEA maintains that its proposed

program is similar to a program

operated since 1979 by another not-forprofit corporation, the National

Association of Investors Corporation

(formerly the National Association of

Investment Clubs) (‘‘NAIC’’), for which

the Commission granted an exemption

pursuant to Section 15(a)(2) of the

Exchange Act. In granting the NAIC’s

exemption in 1979, the Commission

stated that ‘‘it would be in the public

interest to grant the NAIC a conditional

exemption with respect to registration

as a broker or dealer. The NAIC

proposes to offer brokerage services to a

potentially large number of customers

through an unusual and novel

program.’’ 1

II. Discussion

The Commission cannot find that

exempting IDEA from the broker-dealer

registration requirement would be

consistent with the public interest and

the protection of investors. Although

IDEA’s goal of providing small investors

with a means of buying securities at fees

lower than those charged by brokerdealers is laudable, IDEA’s proposed

program presents significant investor

protection concerns. These concerns are

among the primary reasons the

Exchange Act normally requires brokerdealer registration. In particular, IDEA’s

control over investors’ funds and

securities would expose investors to the

same types of risks as those inherent in

dealing with a registered broker-dealer.

IDEA’s status as a not-for-profit

corporation does not mitigate these

concerns.

While only a limited number of

DRSPPs currently permit direct

investment by first time investors, this

number is increasing rapidly. In

response to investor concerns with

respect to T+3 settlement, the

Commission took several steps in

December 1994 to permit investors to

buy securities directly from issuers

through ‘‘open availability’’ direct

registration programs and to permit

investors to leave these securities with

transfer agents.2 These initiatives were

designed, in part, to facilitate investors’

access to issuer DRSPPs. IDEA’s

program, therefore, is not so unusual or

novel, and does not present any other

compelling justifications, as to mitigate

the investor protection concerns raised

by IDEA’s handling of investors’ funds

and securities.

It is therefore ordered, pursuant to

Section 15(a)(2) of the Exchange Act,

that IDEA’s request for an exemption

from broker-dealer registration pursuant

to Section 15(a)(1) of the Exchange Act

is denied.

By the Commission.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–29419 Filed 11–6–97; 8:45 am]

BILLING CODE 8010–01–M

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[Release No. IC–22870]

Notice of Applications for

Deregistration Under Section 8(f) of the

Investment Company Act of 1940

October 31, 1997.

The following is a notice of

applications for deregistration under

section 8(f) of the Investment Company
Federal Register / Vol. 62, No. 216 / Friday, November 7, 1997 / Notices 60297

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

2 17 CFR 240.19b–4.

Act of 1940 for the month of October,

1997. A copy of each application may be

obtained for a fee at the SEC’s Public

Reference Branch, 450 Fifth St., N.W.,

Washington, D.C. 20549 (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 the 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

November 24, 1997, 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, D.C. 20549.

For Further Information Contact: Diane

L. Titus, at (202) 942–0564, SEC,

Division of Investment Management,

Office of Investment Company

Regulation, Mail Stop 10–4, 450 Fifth

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

The Rodney Square Total Return Fund

[File No. 811–4806]

The Rodney Square Growth Equity

Fund [File No. 811–4807]

Summary: Each applicant seeks an

order declaring that it has ceased to be

an investment company. Neither

applicant ever made a public offering of

its securities or proposes to make a

public offering or engage in business of

any kind.

Filing Dates: Both applications were

filed on September 18, 1997.

Applicant’s Address: Rodney Square

North, 1100 North Market Street,

Wilmington, Delaware 19890–0001.

SAFECO Advisor Series Trust [File No.

811–8466]

Summary: Applicant seeks an order

declaring that it has ceased to be an

investment company. On November 7,

1996, each series of applicant, except

Advisor GNMA Fund, made a

liquidating distribution to its

shareholders at net asset value. All of

the portfolio securities of Advisor

GNMA Fund were redeemed in-kid by

its sole remaining shareholder, SAFECO

Corporation. No expenses were incurred

in connection with the liquidation, and

unamortized organizational expenses

were paid by applicant’s investment

adviser.

Filing Date: The application was filed

on June 19, 1997.

Applicant’s Address: SAFECO Plaza,

Seattle, Washington, 98185.

Horace Mann Balanced Fund, Inc. [File

No. 811–3665]

Summary: Applicant seeks an order

declaring that it has ceased to be an

investment company. Applicant

transferred its assets and liabilities to

the Balanced Fund, a series of Horace

Mann Mutual Funds, on April 30, 1997,

based on the relative net asset value per

share. All expenses associated with the

Agreement and Plan of Reorganization

were borne by an affiliate of Horace

Mann Life Insurance Company, and not

by Applicant.

Filing Date: The application was filed

on July 16, 1997.

Applicant’s Address: One Horace

Mann Plaza, Springfield, Illinois 62715.

Horace Mann Short-Term Investment

Fund, Inc. [File No. 811–3666]

Summary: Applicant seeks an order

declaring that it has ceased to be an

investment company. Applicant

transferred its assets and liabilities to

the Short-Term Investment Fund, a

series of Horace Mann Mutual Funds,

on April 30, 1997, based on the relative

net asset value per share. All expenses

associated with the Agreement and Plan

of Reorganization were borne by an

affiliate of Horace Mann Life Insurance

Company, and not by Applicant.

Filing Date: The application was filed

on July 16, 1997.

Applicant’s Address: One Horace

Mann Plaza, Springfield, Illinois 62715.

Horace Mann Growth Fund, Inc. [File

No. 811–778]

Summary: Applicant seeks an order

declaring that it has ceased to be an

investment company. Applicant

transferred its assets and liabilities to

the Growth Fund, a series of Horace

Mann Mutual Funds, on April 30, 1997,

based on the relative net asset value per

share. All expenses associated with the

Agreement and Plan of Reorganization

were borne by an affiliate of Horace

Mann Life Insurance Company, and not

be Applicant.

Filing Date: The application was filed

on July 16, 1997.

Applicant’s Address: One Horace

Mann Plaza, Springfield, Illinois 62715.

Horace Mann Income Fund, Inc. [File

No. 811–3664]

Summary: Applicant seeks an order

declaring that it has ceased to be an

investment company. Applicant

transferred its assets and liabilities to

the Income Fund, a series of Horace

Mann Mutual Funds, on April 30, 1997,

based on the relative net asset value per

share. All expenses associated with the

Agreement and Plan of Reorganization

were borne by an affiliate of Horace

Mann Life Insurance Company, and not

by Applicant.

Filing Date: The application was filed

on July 16, 1997.

Applicant’s Address: One Horace

Mann Plaza, Springfield, Illinois 62715.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–29417 Filed 11–6–97; 8:45 am]

BILLING CODE 8010–01–M

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COMMISSION

[Release No. 34–39288; File No. SR–NYSE–

97–30]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

the New York Stock Exchange, Inc. to

Amend and Make Permanent the

Allocation Policy and Procedures Pilot

Program

October 30, 1997.

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

Securities Act of 1934 (‘‘Act’’),1 and

Rule 19b–4 thereunder,2 notice is

hereby given that on October 20, 1997,

the New Stock Exchange, Inc. (‘‘NYSE’’

or ‘‘Exchange’’) filed with the Securities

and Exchange Commission (‘‘SEC’’ or

‘‘Commission’’) the proposed rule

change as described in Items I, II and III

below, which Items have been prepared

by the self-regulatory organization. The

Commission is publishing this notice to

solicit comments on the proposed rule

change from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The proposed rule change seeks to

amend and to obtain permanent

approval of the Exchange’s Allocation

Policy and Procedures pilot program.

The text of the proposed rule change is

available at the Office of the Secretary,

the NYSE, and at the Commission.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

self-regulatory organization included

statements concerning the purpose of

and basis for the proposed rule change

and discussed any comments it received