63990 Federal Register / Vol. 62, No. 232 / Wednesday, December 3, 1997 / Notices

2See Investment Company Act Release No. 14275

(Dec. 14, 1984) (release adopting rule 3a–5 under

the Act).

3 Id. at 49443.

4 Id.

company or other subdiaries of its

parent and when the purchaser of the

finance subsidiary’s securities

ultimately looks to the parent and not to

the finance subsidiary for repayment.2

Rule 3a–5(b)(2)(i) defines ‘‘parent

company’’ to be a corporation,

partnership, or joint venture that is not

considered an investment company

under section 3(a) or that is exempted

by order from the definition of

investment company by section 3(b) or

by the rules or regulations under section

3(a) of Act.

2. AFC is not a ‘‘parent company’’

within the definition in rule 3a–

5(b)(2)(i) because AFC meets the

definition of investment company in

section 3(a) of the Act and is excepted

from that definition by section 3(c)(6) of

the Act. Applicant, therefore, is unable

to rely on rule 3a–5 and seeks an

exemption from all provisions of the

Act.

3. In the release adopting rule 3a–5,

the Commission stated that it may be

appropriate to grant exemptive relief to

the finance subsidiary of an issuer

exempted from the definition of

investment company under section 3(c)

of the Act, but only on a case-by-case

basis upon an examination of all

relevant facts.3 According to the

adopting release, the concern was that a

company could be considered not an

investment company under section 3(c)

of the Act and still be engaged primarily

in investment company activities.4

4. Section 6(c) of the Act provides, in

pertinent part, that the SEC may,

conditionally or unconditionally,

exempt any person or class of persons

from any provision or provisions of the

Act to the extent that the 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. Applicant states

that AFC is not engaged primarily in

investment company activities, but that

its principal activity is the provision of

sales financing for Airbus Industrie

customers. In addition, if AFC were

itself to issue the securities that are to

be issued by applicant and use the

proceeds for its own purposes or

advance them to its subsidiaries, AFC

would not be subject to regulation under

the Act. While AFC has chosen instead

to use applicant as a financing vehicle,

the Guarantee ensures that holders of

applicant’s securities will have direct

recourse against AFC. Accordingly,

applicant submits that the relief

requested satisfies the section 6(c)

standard.

Applicant’s Condition

Applicant agrees that the order

granting the requested relief shall be

subject to the condition that:

Applicant will comply with all of the

provisions of rule 3a–5 under the Act,

except that AFC will not meet the

portion of the definition of ‘‘parent

company’’ in rule 3a–5(b)(2)(i) solely

because it is excluded from the

definition of investment company under

section 3(c)(6) of the Act and is engaged

primarily, directly or through majority

owned subsidiaries, in one or more of

the businesses described in section

3(c)(5)(A) and/or section 3(c)(5)(B) of

the Act.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–31686 Filed 12–2–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

to Withdraw From Listing and

Registration; (American Restaurant

Partners, L.P., Class A Units of Limited

Partnership Interests) File No. I–9606

November 26, 1997.

American Restaurant Partners, L.P.

(‘‘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 American Stock

Exchange, Inc. (‘‘Amex’’ or

‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Security from

listing and registration include the

following:

The Company has complied with

Amex Rule 18 by filing with the

Exchange a certified copy of the

preambles and resolutions adopted by

the general partners of the Company

authorizing the withdrawal of the

Security from listing and registration on

the Amex, and by setting forth in detail

to the Exchange the reasons for the

proposed withdrawals, and the facts

supporting the withdrawal.

In making the decision to withdraw

its Security from listing and registration

on the Amex, the Company considered

the facts set forth below and determined

that the withdrawal would be in the best

interests of the holders of the Security.

The Company’s decision to withdraw

the Security from listing and registration

on the Amex is based on a change in the

federal income tax laws that will,

effective January 1, 1998, subject the

Company to taxation as a corporation if

the Company’s Security remains listed

on the Exchange. Under a grandfather

clause that expires December 31, 1997,

the Company is sheltered from the

Internal Revenue Code provisions

which tax publicly traded limited

partnerships as corporations. To avoid

taxation as a corporation, the Company

must immediately withdraw its Security

from listing and registration on the

Amex so that the Security is no longer

traded on an established securities

market by the end of 1997.

The Company has represented that it

intends to establish a qualified matching

service in accordance with Department

of Treasury regulations so that holders

of the Security may exchange their

interests. The Company has further

represented that it may put into effect a

redemption and repurchase agreement

to provide holders of the Security with

another means for exchanging their

interests.

The Company shall continue to send

annual and quarterly reports containing

financial statements to holders of the

Security so long as it is obligated to do

so under the Act.

By letter dated November 12, 1997,

the Amex informed the Company that

the Exchange has no objection to the

withdrawal of the Company’s Security

from listing and registration on the

Amex.

Any interested person may, on or

before December 18, 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

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.
Federal Register / Vol. 62, No. 232 / Wednesday, December 3, 1997 / Notices 63991

1 First American Investment Strategy Funds, Inc.,

Investment Company Act Release Nos. 22173 (Aug.

26, 1996) (notice) and 22241 (Sept. 23, 1996)

(order).

2 First American Investment Funds, Inc.,

Investment Company Act Release Nos. 21722 (Jan.

30, 1996) (notice) and 21784 (Feb. 27, 1996) (order).

3The Amended Cash Sweep Order also would

delete conditions 3 and 6 in the Fund of Funds

Order.

4The fund of funds series of FASF are not

‘‘Investing Funds’’ as defined in the application,

therefore any investment by them in the Money

Market Funds would be under the Fund of Funds

Order and subject to the conditions of that Order.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–31617 Filed 12–2–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–22910; 812–10638]

First American Funds, Inc., et al.

November 25, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

order under section 12(d)(1)(J) of the

Investment Company Act of 1940 (the

‘‘Act’’) exempting applicants from

sections 12(d)(1)(A) and (B) of the Act,

under sections 6(c) and 17(d) of the Act

exempting applicants from section 17(a)

of the Act, and under section 17(d) of

the Act and rule 17d–1 to permit certain

joint transactions.

SUMMARY OF APPLICATION: The requested

order would supersede a prior order to

permit certain registered investment

companies to invest excess cash in

money market funds advised by the

same adviser for cash management

purposes. The order also would amend

a prior order permitting a fund of funds

to purchase shares of certain investment

companies in the same group of

investment companies in excess of the

limits of section 12(d)(1).

Applicants: First American Funds,

Inc. (‘‘FAF’’), First American Strategy

Funds, Inc. (‘‘FASF’’), First American

Investment Funds, Inc. (‘‘FAIF’’),

including each current series and each

subsequently created series of FAF,

FASF and FAIF, U.S. Bank National

Association or any other entity

controlling, controlled by, or under

common control with U.S. Bank

National Association (‘‘U.S. Bank’’), and

other registered investment companies

or their series that are now or in the

future advised by U.S. Bank.

Filing Dates: The application was

filed on April 29, 1997 and amended on

October 1, 1997. Applicants have agreed

to file an additional amendment during

the notice period, the substance of

which is incorporated 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 22, 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.

FAF, FASF, and FAIF, Oaks,

Pennsylvania 19456; U.S. Bank, 601

Second Avenue South, Minneapolis,

Minnesota 55402.

FOR FURTHER INFORMATION CONTACT:

J. Amanda Machen, Senior Counsel, at

(202) 942–7120, 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

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

(tel. 202–942–8090).

Applicants’ Representations

1. FAIF is a registered open-end

management investment company that

currently offers twenty-three series,

each of which is a variable net asset

value fund. FAF is a registered openend management investment company

that currently offers three series, each of

which is a money market fund subject

to the requirements of rule 2a–7 under

the Act. Each existing series of FAF and

any future money market portfolio of

FAF or FAIF or of other registered

investment companies advised by U.S.

Bank are referred to collectively as

‘‘Money Market Funds.’’ Each existing

series of FAIF and any future variable

net asset value portfolio of FAIF or FAF

or of other registered investment

companies advised by U.S. Bank are

referred to collectively as ‘‘Non-Money

Market Funds.’’ The Money Market

Funds and the Non-Money Market

Funds are referred to as the ‘‘Funds.’’

2. FASF is a registered open-end

management investment company that

currently offers four series, each of

which is a variable net asset value fund.

Under an existing order (‘‘Fund of

Funds Order’’),1 FASF operates as a

‘‘fund of funds,’’ the principal

investments of which are shares of

certain series of FAIF and FAF

(‘‘Underlying Portfolios’’).

3. U.S. Bank, a wholly owned

subsidiary of U.S. Bancorp (‘‘USBC’’), a

bank holding company, serves as

investment adviser for each series of

FAIF, FAF and FASF. U.S. Bank has

retained Marvin & Palmer Associates,

Inc. (‘‘Marvin & Palmer’’) as a subadviser for FAIF’s International Fund

(U.S. Bank, Marvin & Palmer, and any

future sub-adviser to any Fund are

referred to collectively as the

‘‘Investment Advisers’’). First Trust

National Association (the ‘‘Custodian’’)

a wholly owned subsidiary of USBC,

serves as custodian for the assets of each

series of FAIF, FAF, and FASF.

4. Pursuant to an exemptive order, the

Non-Money Market Funds can invest in

the money market series of FAF in

excess of the limits of section 12(d)(1)

of the Act, so long as each Fund’s

aggregate investment in the money

market fund does not exceed the greater

of 5% of the Fund’s total net assets or

$2.5 million (‘‘Cash Sweep Order’’).2

5. Applicants request an order that

would (a) supersede the Cash Sweep

Order to permit (i) each of the Funds

(‘‘Investing Funds’’) to use the cash

reserves that have not been invested in

portfolio securities (‘‘Uninvested Cash’’)

to purchase shares of one or more of the

Money Market Funds, provided that no

Investing Fund will have more than an

aggregate of 25% of its total assets

invested in all Money Market Funds at

any time, and (ii) the Money Market

Funds to sell their shares to, and to

redeem their shares from, the Investing

Funds; and (b) amend the Fund of

Funds Order to permit FASF to invest

in shares of Underlying Portfolios that

will in turn invest in shares of the

Money Market Funds to the extent

permitted by the order sought in this

application (‘‘Amended Cash Sweep

Order’’).3 Because the Amended Cash

Sweep Order will allow the Underlying

Portfolios to invest greater amounts in

the Money Market Funds than is

allowed under the Cash Sweep Order,

condition 2 to the Fund of Funds Order

would be amended to allow FASF to

continue to invest in the Underlying

Portfolios.4

6. Each of the Funds has, or may have,

Uninvested Cash held by its Custodian.