6288 Federal Register / Vol. 62, No. 28 / Tuesday, February 11, 1997 / Notices

18. Applicants submit that the

purpose of section 12(d)(3) was to: (a)

prevent investment companies from

exposing their assets to the

entrepreneurial risks of securities

related businesses; (b) prevent potential

conflicts of interest; (c) eliminate certain

reciprocal practices between investment

companies and securities related

businesses; and (d) ensure that

investment companies maintain

adequate liquidity in their portfolios.

Applicants assert that the proposed

transaction does not give rise to the type

of abuses section 12(d)(3) was designed

to address. Applicants also believe that

the requested relief meets the standards

for an exemption set forth in section

6(c).

Applicants’ Conditions

Applicants agree that any order

granting the requested relief shall be

subject to the following conditions:

A. Conditions With Request to DSC

Relief and Exchange and Rollover

Options

1. Whenever the Exchange Option or

Rollover Option is to be terminated or

its terms are to be amended materially,

any holder of a security subject to that

privilege will be given prominent notice

of the impending termination or

amendment at least 60 days prior to the

date of termination or the effective date

of the amendment, provided that: (a) no

such notice need be given if the only

material effect of an amendment is to

reduce or eliminate the sales charge

payable at the time of an exchange, to

add one or more new Series eligible for

the Exchange Option or the Rollover

Option, or to delete a Series which has

terminated; and (b) no notice need be

given if, under extraordinary

circumstances, either: (i) there is a

suspension of the redemption of Units

of the Trust under section 22(e) of the

Act and the rules and regulations

promulgated thereunder, or (ii) a Trust

temporarily delays or ceases the sale of

its Units because it is unable to invest

amounts effectively in accordance with

applicable investment objectives,

policies, and restrictions.

2. An investor who purchases Units

under the Exchange Option or the

Rollover Option will pay a lower sales

charge than that which would be paid

for the Units by a new investor.

3. The prospectus of each Trust

offering exchanges or rollovers and any

sales literature or advertising that

mentions the existence of the Exchange

Option or the Rollover Option will

disclose that such Exchange Option or

Rollover Option is subject to

modification, termination, or

suspension, without notice except in

certain limited cases.

4. Each Series offering Units subject to

a DSC will include in its prospectus the

table required by item 2 of Form N–1A

(modified as appropriate to reflect the

differences between unit investment

trusts and open-end management

investment companies), and a schedule

setting forth the number and date of

each installment payment.

B. Condition for Exemption From

Section 12(d)(3)

No company held in the Ten Series’

portfolio or the Five Series’ portfolio,

nor any affiliate thereof, will act as

broker for any Ten Series or Five Series

in the purchase or sale of any security

for such Series’ portfolio.

C. Condition for Exemption From

Section 14(a)

Applicants will comply in all respects

with the requirements of rule 14a–3,

except that the Equity Trusts will not

restrict their portfolio investments to

‘‘eligible trust securities.’’

D. Conditions for Exemption From

Section 17(a)

1. Each sale of Equity Securities by a

Rollover Trust to a New Trust will be

effected at the closing price of the

securities sold on the applicable

Exchange or the Nasdaq-NMS on the

sale date, without any brokerage charges

or other remuneration except customary

transfer fees, if any.

2. The nature and conditions of such

transactions will be fully disclosed to

investors in the appropriate prospectus

of each future Rollover Trust and New

Trust.

3. The Trustee of each Rollover Trust

and New Trust will: (a) review the

procedures discussed in the application

relating to the sale of securities from a

Rollover Trust and the purchase of those

securities for deposit in a New Trust,

and (b) make such changes to the

procedures as the Trustee deems

necessary that are reasonably designed

to comply with paragraphs (a) through

(d) of rule 17a–7.

4. A written copy of these procedures

and a written record of each transaction

pursuant to any order granting the

application will be maintained as

provided in rule 17a–7(f).

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–3266 Filed 2–10–97; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Mitcham Industries, Inc.,

Common Stock, $0.01 Par Value) File

No. 1–13490

February 5, 1997.

Mitcham Industries, Inc.

(‘‘Company’’) has filed an application

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange 1934 (‘‘Act’’) and Rule 12d2–

2(d) promulgated thereunder, to

withdraw the above specified security

(‘‘Security’’) from listing and

registration on the Pacific Stock

Exchange, Inc. (‘‘PSE’’).

The reasons alleged in the application

for withdrawing the Security from

listing and registration include the

following:

The Company originally listed on the

PSE when its Security was listed on the

Nasdaq SmallCap Market in order to

obtain the blue sky secondary market

trading exemptions afforded by the PSE

listing. Since April 26, 1996, the

Company’s Security has been listed on

the Nasdaq National Market System,

which provides secondary market

trading exemptions for all states. In

addition, the Company believes that

there is insignificant trading of its

Security on the PSE.

Any interested person may, on or

before February 27, 1997, submit by

letter to the Security 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

exchanges 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. 97–3265 Filed 2–10–97; 8:45 am]

BILLING CODE 8010–01–M

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 meeting during

the week of February 10, 1997.