Federal Register / Vol. 62, No. 234 / Friday, December 5, 1997 / Notices 64411

Period, each Portfolio would operate

under the New Agreement, which is

anticipated to be identical in substance

to the Existing Agreement, except for its

effective date. 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, each Portfolio should

receive, during the Interim Period, the

same investment advisory services,

provided in the same manner at the

same fee levels, and by substantially the

same personnel as before the closing of

the Transaction.

7. Applicants contend that the best

interests of shareholders of the

Portfolios would be served if the

Subadviser receives fees for its services

during the Interim Period. Applicants

state that the fees are a substantial part

of the Subadviser’s total revenues and,

thus, are essential to maintaining its

ability to provide services to the

Portfolios. In addition, the fees to be

paid during the Interim Period are at the

same rate as the fees paid under the

Existing Agreement, which has been

approved by the shareholders of each

respective Portfolio.

Applicants’ Conditions

Applicants agree as conditions to the

issuance of the exemptive order

requested by the application that:

1. The New Agreement will have

substantially the same terms and

conditions as the Existing Agreement,

except for its effective date.

2. Fees earned by the Subadviser in

respect of the New Agreement during

the Interim Period will be maintained in

an interest-bearing escrow account, and

amounts in the account (including

interest earned on such paid fees) will

be paid (a) to the Subadviser in

accordance with the New Agreement,

after the shareholder approvals are

obtained, or (b) to the respective

Portfolio, in the absence of such

approval with respect to such Portfolio.

3. The Trust will hold meetings of

shareholders to vote on approval of the

New Agreement on or before the 120th

day following the termination of the

Existing Agreement (but in no event

later than May 30, 1998).

4. Either the Subadviser or the

Adviser will bear the costs of preparing

and filing the application, and costs

relating to the solicitation of

shareholder approval of the Portfolios

necessitated by the Transaction.

5. The Subadviser will take all

appropriate steps so that the scope and

quality of advisory and other services

provided to the Portfolios during the

Interim Period will be at least

equivalent, in the judgment of the

Board, including a majority of the

Independent Trustees, to the scope and

quality of services previously provided.

If personnel providing material services

during the Interim Period change

materially, the Subadviser will apprise

and consult with the Board to assure

that the Trustees, including a majority

of the Independent Trustees of the

Trust, 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. 97–31875 Filed 12–4–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22918; 812–10688]

Strong Advantage Fund, Inc., et al.;

Notice of Application

November 28, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

order under section 17(d) of the

Investment Company Act of 1940 (the

‘‘Act’’) and rule 17d–1.

Summary of the Application:

Applicants request an order to permit

certain investment companies to deposit

their uninvested cash balances in joint

accounts to be used to enter into shortterm investments.

Applicants: Strong Advantage Fund,

Inc., Strong Asia Pacific Fund, Inc.,

Strong Asset Allocation Fund, Inc.,

Strong Common Stock Fund, Inc.,

Strong Conservative Equity Funds, Inc.,

Strong Corporate Bond Fund, Inc.,

Strong Discovery Fund, Inc., Strong

Equity Funds, Inc., Strong Government

Securities Fund, Inc., Strong Heritage

Reserve Series, Inc., Strong High-Yield

Municipal Bond Funds, Inc., Strong

Income Funds, Inc., Strong Institutional

Funds, Inc., Strong International Bond

Fund, Inc., Strong International Stock

Fund, Inc., Strong Money Market Fund,

Inc., Strong Municipal Funds, Inc.,

Strong Municipal Bond Fund, Inc.,

Strong Short-Term Bond Fund, Inc.,

Strong Short-Term Global Bond Fund,

Inc., Strong Short-Term Municipal Bond

Fund, Inc., Strong Special Fund II, Inc.,

Strong Total Return Fund, Inc., Strong

Variable Insurance Funds, Inc.

(‘‘Funds’’), Strong Capital Management,

Inc. (the ‘‘Adviser’’) and Strong Funds

Distributors, Inc. (the ‘‘Distributor’’).

Filing Dates: The application was

filed on June 2, 1997 and amended on

October 6, 1997. Applicants have agreed

to file an amendment to the application

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

December 23, 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, One Hundred Heritage

Reserve, Menomonee Falls, Wisconsin

53051.

FOR FURTHER INFORMATION CONTACT:

Joseph B. McDonald, Jr., Senior

Counsel, at (202) 942–0533, or Mary Kay

Frech, 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 St.,

N.W., Washington, D.C. 20549 (tel. 202–

942–8090).

Applicants’ Representations

1. Each Fund is incorporated under

the laws of the State of Wisconsin and

registered under the Act as an open-end

management investment company. All

of the Funds are series companies that

may issue one or more classes of shares.

2. The Adviser, incorporated under

the laws of the State of Wisconsin, is an

investment adviser registered under the

Investment Advisers Act of 1940. The

Adviser acts as each Fund’s investment

manager, provides the Funds with

various administrative services, and acts

as transfer and dividend disbursing

agent for the Funds. The Distributor,

incorporated under the laws of the State

of Wisconsin, is a broker-dealer

registered under the Securities

Exchange Act of 1934. The Distributor is

an indirect subsidiary of the Adviser
64412 Federal Register / Vol. 62, No. 234 / Friday, December 5, 1997 / Notices

1Applicants have obtained an exemptive order

from the SEC that permits certain Funds to

purchase shares of affiliated Funds that are money

market funds, in excess of the limitations

prescribed in section 12(d)(1) of the Act, for cash

management purposes. See Strong Advantage Fund,

Inc., Investment Company Act Release Nos. 22308

(Oct. 31, 1996) (notice) and 22356 (Nov. 26, 1996)

(order).

and acts as principal underwriter of

each of the Funds.

3. Applicants request that any relief

granted pursuant to the application also

apply to all other registered investment

companies and series thereof that are

part of the same group of investment

companies (as defined in rule 11a–3

under the Act) and: (a) for which the

Adviser, or a person controlling,

controlled by, or under common control

with the Adviser may in the future act

as investment adviser; or (b) for which

the Distributor, or a person controlling,

controlled by, or under common control

with the Distributor may in the future

act as principal underwriter. The Funds

that intend to rely on the requested

order are named as applicants. Funds

for which the Adviser or Distributor acts

as investment adviser and/or principal

underwriter in the future will not rely

on the requested relief except upon the

terms and conditions contained in the

application.

4. All of the Funds are authorized by

their investment policies to invest at

least a portion of their uninvested cash

balances in short-term liquid assets,

including repurchase agreements, highgrade commercial paper, U.S.

Government securities and other shortterm debt obligations (‘‘Short-Term

Investments’’).

5. The assets of the Funds are held by

Firstar Trust Company and/or Brown

Brothers Harriman & Co. as custodians

(collectively, the ‘‘Custodian’’), neither

of which controls, is controlled by or is

under common control with, any of the

Funds or the Adviser. At the end of each

trading day, some or all of the funds

may have uninvested cash balances in

accounts at their respective Custodian

that would not otherwise be invested in

portfolio securities by the Adviser.

Generally, such cash balances of the

Funds are, or would be, invested in

short-term liquid assets, such as

commercial paper, U.S. Treasury bills,

shares of certain Funds that value their

net assets in reliance on rule 2a–7 under

the Act,1 and repurchase agreements.

6. Applicants propose that the Funds

deposit uninvested cash balances that

remain at the end of the trading day into

one or more joint accounts (the ‘‘Joint

Accounts’’) and that the daily balances

of the Joint Accounts be invested in

Short-Term Investments. Each Fund

would invest through a Joint Account

only to the extent that the Fund intends

to invest in Short-Term Investments

consistent with its respective

investment objectives, policies and

restrictions. The decision to employ a

Joint Account for each fund will be

based on the same factors as the

decision to make any other investment

in Short-Term Investments for the Fund.

7. Currently, the Adviser must enter

into repurchase agreements and

purchase other money market

instruments separately on behalf of each

Fund. This requires the Adviser to

monitor multiple sources of cash

availability, to allocate opportunities

among the Funds, to execute multiple

trades in similar securities on any given

day and to settle the trades in a number

of separate accounts. The sole purpose

of the Joint Accounts will be to provide

a convenient means of aggregating what

otherwise would be one or more daily

transactions for some or all Funds

necessary to manage their respective

daily account balances.

8. The Adviser will not charge any

additional or separate fees for operating

or advising the Joint Accounts and will

have no monetary participation in the

Joint Accounts, but would continue to

receive from each Fund its asset-based

advisory fee with respect to each Fund’s

assets. The Adviser will be responsible

for investing funds held by the Joint

Accounts, establishing accounting and

control procedures, and ensuring fair

treatment of the Funds. All purchases

through a Joint Account will be subject

to the same systems and standards for

acquiring investments for individual

Funds.

9. Any repurchase agreements entered

into through the Joint Accounts will

comply with the terms of Investment

Company Act Release No. 13005

(February 2, 1983). Applicants

acknowledge that they have a

continuing obligation to monitor the

SEC’s published statements on

repurchase agreements, and represent

that the repurchase agreement

transactions entered into through a Joint

Account will comply with future

positions of the SEC to the extent that

such positions set forth different or

additional requirements regarding

repurchase agreements. In the event that

the SEC sets forth guidelines with

respect to other Short-Term

Investments, all such investments made

through any Joint Account will comply

with those guidelines.

Applicants’ Legal Analysis

1. Section 17(d) and rule 17d–1

prohibit an affiliated person of a

registered investment company, or an

affiliated person of such a person, from

participating in any joint enterprise or

arrangement in which such investment

company is a participant, without an

SEC order.

2. The Funds, by participating in the

Joint Accounts, and the Adviser, by

managing the Joint Accounts, could be

deemed to be ‘‘joint participants * * *

in a transaction’’ within the meaning of

section 17(d) of the Act. In addition, the

Joint Accounts could be deemed to be

a ‘‘joint enterprise or other joint

arrangement’’ within the meaning of

rule 17d–1 under the Act.

3. Rule 17d–1 provides, in part, that

no affiliated person of any registered

investment company and no affiliated

person of such a person, acting as

principal, shall participate in, or effect

any transaction in connection with, any

joint enterprise or other joint

arrangement or profit-sharing plan in

which any such registered company is

a participant, and which is entered into,

adopted or modified subsequent to the

effective date of the rule, unless an

application regarding such joint

enterprise, arrangement of profit-sharing

plan has been filed with the SEC and

has been granted by an order.

4. The Funds may earn a higher rate

of return on investments effected

through the Joint Accounts relative to

the returns the Funds could earn

individually. Under most market

conditions, it is generally possible to

negotiate a rate of return on larger

repurchase agreements and other ShortTerm Investments that is higher than the

rate available on smaller repurchase

agreements and other Short-Term

Investments. The Joint Accounts also

may increase the number of dealers and

issuers willing to enter into Short-Term

Investments with the Funds and may

reduce the possibility that the Funds’

cash balances remain uninvested.

5. The Joint Accounts may result in

certain administrative efficiencies and a

reduction of the potential for errors by

reducing the number of trade tickets and

cash wires that must be processed by

the sellers of Short-Term Investments,

the Custodian, and the Adviser’s

accounting and trading departments.

6. Applicants assert that no Fund will

be in a less favorable position as a result

of the Joint Accounts. Applicants

believe that each Fund’s investment in

a Joint Account would not be subject to

the claims of creditors, whether brought

in bankruptcy, insolvency or other legal

proceeding, of any other Fund. Each

Fund’s liability on any Short-Term

Investment will be limited to its interest

in such investment; no Fund will be

jointly liable for the investments of any

other Fund.
Federal Register / Vol. 62, No. 234 / Friday, December 5, 1997 / Notices 64413

7. Although the Adviser will realize

some benefits through administrative

convenience and some possible

reduction in clerical costs, the Funds

will be the primary benefactors of the

Joint Accounts because the Joint

Accounts may result in higher returns

and will be a more efficient means of

administering daily cash investments.

8. Applicants submit that the

proposed operation of the Joint

Accounts, as described in the

application, is consistent with the

provisions, policies and purposes of the

Act, and that no Fund will participate

in the Joint Accounts on a basis

different from or less advantageous than

that of any other Fund.

Applicants’ Conditions

Applicants will comply with the

following as conditions to any order

granted by the SEC:

1. A separate custodial cash account

will be established with the Custodian

for each Joint Account into which each

Fund will be permitted to have

deposited daily some or all of its

uninvested net cash balances. A Fund

may transfer a portion of its daily cash

balances to more than one Joint

Account. The Joint Accounts will not be

distinguishable from any other accounts

maintained by the Funds at the

Custodian, except that monies from the

Funds will be deposited in the Joint

Accounts on a commingled basis. The

Joint Accounts will not have a separate

existence and will not have any indicia

of a separate legal entity. The sole

function of the Joint Accounts will be to

provide a convenient means of

aggregating individual transactions in

Short-Term Investments which would

otherwise require daily management by

the Adviser of each Fund’s uninvested

cash balances.

2. Cash in the Joint Accounts, as

directed by the Adviser, will be invested

in one or more of the following: (a)

repurchase agreements which are

‘‘collateralized fully’’ as defined in rule

2a–7 under the Act; (b) interest-bearing

or discounted commercial paper,

including dollar denominated

commercial paper of foreign issuers; and

(c) any other short-term money market

instruments, that constitute ‘‘Eligible

Securities’’ (as defined in rule 2a–7

under the Act). The repurchase

agreements entered into through the

Joint Accounts will have remaining

maturities of 60 days or less, and any

other Short-Term Investments will have

a remaining maturity of 90 days or less,

each as calculated in accordance with

rule 2a–7 under the Act. No Fund will

be permitted to invest in a Joint Account

unless the Short-Term Investments in

such Joint Account will comply with

the investment policies and guidelines

of that Fund.

3. All assets held in the Joint

Accounts will be valued on an

amortized cost basis to the extent

permitted by applicable SEC releases,

rules, or orders.

4. Each Fund that values its net assets

in reliance on rule 2a–7 under the Act

will use the average maturity of the

instruments in the Joint Accounts in

which such Fund has an interest

(determined on a dollar weighted basis),

for the purpose of computing its average

portfolio maturity with respect to its

portion of the assets held in a Joint

Account on that day.

5. In order to ensure that there will be

no opportunity for any Fund to use any

part of a balance of a Joint Account

credited to another Fund, no Fund will

be allowed to create a negative balance

in any Joint Account for any reason,

although each Fund will be permitted to

draw down its entire balance at any

time. Each Fund’s decision to invest in

the Joint Accounts will be solely at its

option, and no Fund will be obligated

to invest in the Joint Accounts or to

maintain any minimum balance in the

Joint Accounts. In addition, each Fund

will retain the sole rights of ownership

to any of its assets invested in the Joint

Accounts, including interest payable on

such assets invested in the Joint

Accounts.

6. The Adviser will administer the

investment of cash balances in and

operation of the Joint Accounts as part

of its general duties under the existing

or any future advisory agreements it has

with the Funds and will not collect any

additional or separate fees for advising

the Joint Accounts.

7. The administration of the Joint

Accounts will be within the fidelity

bond coverage required by section 17(g)

of the Act and rule 17g–1 thereunder.

8. The boards of directors of the

Funds (each a ‘‘Board’’ and collectively,

the ‘‘Boards’’) will adopt procedures

pursuant to which the Joint Accounts

will operate, which will be reasonably

designed to provide that the

requirements of the application will be

met. Each of the Boards will make and

approve such changes as it deems

necessary to ensure that such

procedures are followed. In addition,

the Board of each Fund will determine,

no less frequently than annually, that

the Joint Accounts have been operated

in accordance with such procedures and

will only permit a Fund to continue to

participate therein if it determines that

there is a reasonable likelihood that the

Fund and its shareholders will benefit

from the Fund’s continued

participation.

9. Each Fund’s participation in a Joint

Account (i.e., its proportionate share of

the Short-Term Investments effected

through the Joint Accounts) will be

documented daily on its books and on

the books of the Custodian. Each Fund

will maintain records (in conformity

with section 31 of the Act and the rules

thereunder) documenting, for any given

day, its aggregate investment through

each Joint Account and its pro rata

share of each Short-Term Investment

transaction made through such Joint

Account.

10. Each investment made through a

Joint Account will satisfy the

investment criteria of each Fund

participating in the joint investment.

11. Not every Fund participating in a

Joint Account necessarily will have its

cash invested in every Short-Term

Investment entered into through the

Joint Account. However, to the extent

that a Fund’s cash is applied to a

particular investment made through a

Joint Account, the Fund will participate

in and own a proportionate share of

such Short-Term Investment, and any

income earned or accrued thereon,

based upon the percentage of such

investment purchased with monies

contributed by the Fund.

12. Short-Term Investments held in a

Joint Account generally will not be sold

prior to maturity, except if: (a) the

Adviser believes the investment no

longer presents minimal credit risks; (b)

the investment no longer satisfies the

investment criteria of all Funds owning

a pro rata share of the investment,

because of a credit downgrading or

otherwise; or (c) in the case of a

repurchase agreement, the counterparty

defaults. The Adviser may, however,

sell any Short-Term Investment (or any

fractional portion thereof) on behalf of

some or all Funds prior to the maturity

of the investment if the cost of such

transactions will be borne solely by the

selling Funds and the transactions will

not adversely affect other Funds

participating in the Joint Account. In no

case would an early termination by less

than all Funds be permitted if it would

reduce the principal amount or yield

received by other Funds in the Joint

Accounts or otherwise adversely affect

the other Funds. Each Fund in a Joint

Account will be deemed to have

consented to such sale and partition of

the investments in the Joint Account.

13. Short-Term Investments held

through a Joint Account with a

remaining maturity of more than seven

days, as calculated pursuant to rule 2a–

7 under the Act, will be considered

illiquid and, for any Fund that is an
64414 Federal Register / Vol. 62, No. 234 / Friday, December 5, 1997 / Notices

1 15 U.S.C. 78k–1.

2See Securities Exchange Act Release No. 39235

(October 14, 1997); 62 FR 54886 (October 22, 1997)

(‘‘September Plan Amendments’’).

3See letter from Sam Scott Miller, Vice President

and Associate Counsel, Orrick, Herrington &

Sutcliff LLP, to Jonathan G. Katz, Secretary, SEC,

dated October 28, 1997.

open-end investment company

registered under the Act, subject to the

restriction that the Fund may not invest

more than 15% (or such other

percentage as set forth by the SEC from

time to time) of its net assets in illiquid

securities and any similar restrictions

set forth in the Fund’s investment

restrictions and policies, if the Adviser

cannot sell the instrument, or the

Fund’s fractional interest in such

instrument, pursuant to the preceding

condition.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–31847 Filed 12–4–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39370; File No. SR–CTA/

CQ–97–3]

Consolidated Tape Association; Notice

of Filing and Immediate Effectiveness

of Third Charges Amendment to the

Second Restatement of the

Consolidated Tap Association Plan

and Second Charges Amendment to

the Restated Consolidated Quotation

Plan

November 26, 1997.

Pursuant to rule 11Aa3–2 of the

Securities Exchange Act of 1934

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

November 25, 1997, the Consolidated

Tap Association (‘‘CTA’’) and the

Consolidated Quotation (‘‘CQ’’) Plan

Participants (‘‘Participants’’) filed with

the Securities and Exchange

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

amendments to the Restated CTA Plan

and CQ Plan. The amendments remove

from the Plans’ rate schedules the

Network A ‘‘one-cent-per-quote packet’’

fees for the interrogation services that

vendors offer on a pay-for-use basis and

recreate the former Network A Class G

program classification charge for

automated voice response services. The

Participants recently established these

charges pursuant to the second charges

amendment to the Second Restatement

of the CTA Plan and the first charges

amendment to the Restated CQ Plan.

Pursuant to Rule 11Aa3–2(c)(3)(i), the

CTA and CQ Participants have

designated the amendments as

establishing or changing fees and other

charges collected on behalf of all of the

sponsors and participants, which

renders the amendments effective upon

receipt of this filing by the Commission.

The Commission is publishing this

notice to solicit comments from

interested persons on the amendments.

I. Purpose of the Amendments

A. Rule 11Aa3–2

The Participants under the Plans that

make Network A last sale information

and quotation information available (the

‘‘Network A Participants’’) recently

established a pricing alternative for

vendors of, and subscribers to, certain

Network A market data interrogation

services.2 That alternative consists of a

fee of one cent for each real-time ‘‘quote

packet’’ that vendors disseminate to

subscribers on a pay-for-use basis

during the hours that the Network A

Participants are open for trading (a ‘‘perquote charge’’).

At the same time, the Network A

Participants also classified their Class G

program classification charge as a

display device fee, based upon device

equivalents. That fee is set for any

month at the device fee that would

apply for a number of devices equal to

the maximum number of inquiries to

which a vendor’s automated voice

response system responds

simultaneously during that month. As

we stated in the September Plan

Amendments, the reclassification left

the amount and calculation of the

charges unchanged. It did not affect the

amounts payable by any vendor.

The amendments remove the perquote charge from the CTA and CQ Plan

rate schedules and re-establish the Class

G program classification charge in a

manner identical to its form prior to the

September Plan Amendments. The

reason for these amendments is to

comply with a request of the staff of the

Commission’s Division of Market

Regulation which received an

unfavorable comment letter.3

B. Governing or Constituent Documents

Not applicable.

C. Implementation of Amendment

The Network A Participants are

submitting this proposed plan

amendment pursuant to Rule 11Aa3–

2(c)(3)(i) under the Act. In doing so, the

Participants are putting the revisions to

the CTA and CQ Plan rate schedules

into effect upon the filing of the

amendments with the Commission. As a

result, the removal of the per-quote

charge from the CTA and CQ Plan

schedules, and the re-instatement of the

Class G program classification charge,

will take effect upon submission of the

plan amendments with the Commission.

After filing the amendments with the

Commission, the Network A

Participants will notify affected vendors

of the rate schedule changes as

necessary.

D. Development and Implementation

Phases

See Item I(C).

E. Analysis of Impact on Competition

The Participants believe the proposed

amendments will impose no burden on

competition.

F. Written Understanding or Agreements

Relating to Interpretation of, or

Participation in, Plan

Not applicable.

G. Approval by Sponsors in Accordance

With Plan

Under Section XII(b)(iii) of the CTA

Plan and Section IX(b)(iii) of the CQ

Plan, each of the Participants must

execute a written amendment to the

Plan before an amendment to that Plan

can become effective.

H. Description of Operation of Facility

Contemplated by the Proposed

Amendment

Not applicable.

I. Terms and Conditions of Access

See Item I(A).

J. Method of Determination and

Imposition, and Amount of, Fees and

Charges

See Item I(A) and the text of the

amendments.

K. Method and Frequency of Processor

Evaluation

Not applicable.

L. Dispute Resolution

Not applicable.

II. Rule 11Aa3–1 (Solely in Its

Application to the Amendments to the

CTA Plan)

A. Reporting Requirements

Not applicable.

B. Manner of Collecting, Processing,

Sequencing, Making Available and

Disseminating Last Sale Information

Not applicable.

C. Manner of Consolidation

Not applicable.