6814 Federal Register / Vol. 62, No. 30 / Thursday, February 13, 1997 / Notices

Minor non-burden impacting editorial

changes which include the addition of

language required by the Paperwork

Reduction Act of 1995 are being

proposed to all of the above forms.

Completion of the forms is required to

obtain a benefit. One response is

required of each respondent.

ADDITIONAL INFORMATION OR COMMENTS:

To request more information or to

obtain a copy of the information

collection justification, forms, and/or

supporting material, please call the RRB

Clearance Officer at (312) 751–3363.

Comments regarding the information

collection should be addressed to

Ronald J. Hodapp, Railroad Retirement

Board, 844 N. Rush Street, Chicago,

Illinois 60611–2092. Written comments

should be received within 60 days of

this notice.

Chuck Mierzwa,

Clearance Officer.

[FR Doc. 97–3560 Filed 2–12–97; 8:45 am]

BILLING CODE 7905–01–M

Proposed Collection; Comment

Request

SUMMARY: In accordance with the

requirement of Section 3506(c)(2)(A) of

the Paperwork Reduction Act of 1995

which provides opportunity for public

comment on new or revised data

collections, the Railroad Retirement

Board (RRB) will publish periodic

summaries of proposed data collections.

Comments are invited on: (a) Whether

the proposed information collection is

necessary for the proper performance of

the functions of the agency, including

whether the information has practical

utility; (b) the accuracy of the RRB’s

estimate of the burden of the collection

of the information; (c) ways to enhance

the quality, utility, and clarity of the

information to be collected; and (d)

ways to minimize the burden related to

the collection of information on

respondents, including the use of

automated collection techniques or

other forms of information technology.

Title and purpose of information

collection: Employer’s Deemed Service

Month Questionnaire; OMB 3220–0156.

Under Section 3(i) of the Railroad

Retirement Act (RRA), the Railroad

Retirement Board (RRB) may deem

additional months of service in cases

where an employee does not actually

work in every month of the year. The

RRB utilizes Form GL–99, Employers

Deemed Services Month Questionnaire,

to obtain service and compensation

information from railroad employers

needed to determine if an employee can

be credited with additional deemed

months of railroad service. Completion

is mandatory. One response is required

for each RRB inquiry.

No changes are proposes to Form GL–

99. The completion time for the GL–99

is estimated at 2 minutes per response.

The RRB estimates that approximately

4,000 responses are received annually.

ADDITIONAL INFORMATION OR COMMENTS:

To request more information or to

obtain a copy of the information

collection justification, forms, and/or

supporting material, please call the RRB

Clearance Officer at (312) 751–3363.

Comments regarding the information

collection should be addressed to

Ronald J. Hodapp, Railroad Retirement

Board, 844 North Rush Street, Chicago,

Illinois 60611–2092. Written comments

should be received within 60 days of

this notice.

Chuck Mierzwa,

Clearance Officer.

[FR Doc. 97–3629 Filed 2–12–97; 8:45 am]

BILLING CODE 7905–01–M

Agency Forms Submitted for OMB

Review

SUMMARY: In accordance with the

Paperwork Reduction Act of 1995 (44

U.S.C. Chapter 35), the Railroad

Retirement Board has submitted the

following proposal(s) for the collection

of information to the Office of

Management and Budget for review and

approval.

SUMMARY OF PROPOSAL(S):

(1) Collection title: Application for

Spouse Annuity Under the Railroad

Retirement Act.

(2) Form(s) submitted: AA–3

(3) OMB Number: 3220–0042

(4) Expiration date of current OMB

clearance: May 31, 1997

(5) Type of request: Revision of a

currently approved collection.

(6) Respondents: Individuals or

households

(7) Estimated annual number of

respondents: 10,800

(8) Total annual responses: 10,800

(9) Total annual reporting hours:

5,982

(10) Collection description: The

Railroad Retirement Act (RRA) provides

for the payment of annuities to spouses

of railroad retirement annuitants who

meet the requirements under the RRA.

The application obtains information

supporting the claim for benefits based

on being a spouse of an annuitant.

The information is used in

determining entitlement to and amount

of the annuity applied for.

ADDITIONAL INFORMATION OR COMMENTS:

Copies of the form and supporting

documents can be obtained from Chuck

Mierzwa, the agency clearance officer

(312–751–3363). Comments regarding

the information collection should be

addressed to Ronald J. Hodapp, Railroad

Retirement Board, 844 North Rush

Street, Chicago, Illinois 60611-2092 and

the OMB reviewer, Laura Oliven (202–

395–7316), Office of Management and

Budget, Room 10230, New Executive

Office Building, Washington, DC 20503.

Chuck Mierzwa,

Clearance Officer.

[FR Doc. 97–3615 Filed 2–12–97; 8:45 am]

BILLING CODE 7905–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel No. IC–22500; International Series

Release No. 1050/812–7531].

The Emerging Germany Fund Inc.;

Notice of Application

February 7, 1997.

AGENCY: Securities and Exchange

Commission (the ‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: The Emerging Germany

Fund Inc. (the ‘‘Fund’’) and each other

registered investment company for

which RCM Capital Management, L.L.C.

(‘‘RCM’’), Dresdner Bank AG (‘‘Dresdner

Bank’’) or any of Dresdner Bank’s other

subsidiaries or affiliates may in the

future serve as investment adviser or

manager (the ‘‘Prospective Funds’’).

RELEVANT ACT SECTIONS: Order requested

under section 10(f) for an exemption

from that section.

SUMMARY OF APPLICATION: Applicants

seek an order to permit them to

purchase securities in underwritten

pubic offerings in the Federal Republic

of Germany (‘‘Germany’’) in which

Dresdner Bank or one of its affiliates

acts as a principal underwriter.

FILING DATES: The application was filed

on June 1, 1990, and amended on

January 25, 1991 and November 13,

1996.

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

March 4, 1997, and should be

accompanied by proof of service on

applicants, in the form of an affidavit or,

for lawyers, a certificate of service.
Federal Register / Vol. 62, No. 30 / Thursday, February 13, 1997 / Notices 6815

1Beginning in 1994, many public offerings,

particularly those with a foreign tranche, have been

conducted in accordance with the Anglo-American

system of ‘‘book-building,’’ in which the shares are

allocated among underwriters according to an order

book established on the basis of a share price range

announced at the commencement of the offering.

The book building process may be used for both

firm commitment underwritings and underwritings

conducted on a ‘‘best efforts’’ basis.

Hearing requests should state the nature

of the writer’s interest, the reason for the

request, and the issues contested.

Persons may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 5th

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

Applicants, Four Embarcadero Center,

Suite 3000, San Francisco, California

94111.

FOR FURTHER INFORMATION CONTACT:

Joseph B. McDonald, Jr., Senior

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

Frech, Branch Chief, at (202) 942–0564

(Division of Investment Management,

Office of Investment Company

Regulation).

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.

Applicants’ Representation

1. The Fund, organized as a Maryland

Corporation, is a non-diversified,

closed-end management investment

company registered under the Act. The

investment objective of the Fund is to

seek long-term capital appreciation

through investment in equity and

equity-linked securities of German

companies. Under normal market

conditions, the Fund will invest at least

65% of its total assets in such securities.

The Fund also may invest up to 35% of

its total assets in equity and equitylinked securities of companies other

than German companies.

2. The Fund’s investment adviser and

manager is RCM, a limited liability

company organized under the laws of

the state of Delaware. Dresdner Bank, a

corporation organized under the laws of

Germany, owns 100% of the

outstanding voting equity securities of

RCM. Dresdner Bank is a member of all

eight of the German stock exchanges

and frequently acts as lead manager or

co-manager for underwritten public

offerings of both debt and equity

securities.

3. The Fund and the Prospective

Funds wish to participate in

underwritten public offerings of

securities in Germany in which

Dresdner Bank or an affiliate acts as a

principal underwriter. RCM is an

‘‘affiliated person’’ of Dresdner Bank,

and the investment adviser or manager

of each Prospective Fund will be an

‘‘affiliated person’’ of Dresdner Bank, in

each case as the term ‘‘affiliated person’’

is defined in section 2(a)(3) of the Act.

Applicants’ Legal Analysis

1. Section 10(f) of the Act provides, in

part, that no registered investment

company shall knowingly purchase or

otherwise acquire, during the existence

of any underwriting or selling syndicate,

any security a principal underwriter of

which is an investment adviser of such

registered company, or is a person of

which any such investment adviser is

an affiliated person. Because applicants’

investment advisers and managers are

affiliated with Dresdner Bank,

applicants are prohibited from

purchasing securities from an

underwriting syndicate in which

Dresdner Bank or any of its affiliates

participates as a principal underwriter.

2. Notwithstanding the section 10(f)

prohibition, the section provides that

the SEC may exempt conditionally or

unconditionally any transaction or

classes of transactions from any of the

provisions of section 10(f) if and to the

extent that the exemption is consistent

with the protection of investors.

Applicants believe that the granting of

the requested exemption is consistent

with the protection of investors.

3. Rule 10f–3 under the Act provides

that purchases of securities by a

registered investment company

otherwise prohibited by section 10(f) are

exempt from such section if certain

specified conditions are met.

Subparagraph (a)(1) of rule 10f–3

requires that the securities purchased be

part of an issue registered under the

Securities Act of 1933 (the ‘‘Securities

Act’’). Applicants intend to invest in

equity and equity-linked securities of

German companies that are not required

to be registered under the Securities

Act. Accordingly, applicants cannot

meet the above condition. Applicants,

however, represent that they will satisfy

all other conditions of rule 10f–3 with

regard to purchases from public

offerings in Germany. In addition,

applicants submit that all securities

purchased in Germany under

circumstances subject to section 10(f)

will be purchased in public offerings

conducted in accordance with the laws

of Germany and the rules and

regulations of the German stock

exchanges, and all subject German

issuers will have available to

prospective purchasers financial

statements, audited in accordance with

the standards of Germany, for the two

years prior to purchase.

4. Public offerings in Germany take

the form of public subscription, in

which the underwriters invite the

public or their customers to make offers

to subscribe to the new securities, or of

outright sale, where the underwriters

acquire and resell the securities allotted

to and subscribed to by them.1 With

respect to subsequent issuances of

equity or equity-linked securities of

German stock corporations, existing

shareholders generally have statutory

preemptive rights to these securities.

Subscription rights that are not

exercised by the existing shareholders

are sold on the open market.

5. The public offering price of a

security is fixed at the time of initial

issuance and is published in the offering

prospectus. However, applicants

represent that, theoretically, securities

may be offered to and purchased by

affiliates of issuers and underwriters as

part of a public offering on terms more

favorable than those available to

unaffiliated offerees and subscribers in

the offering. Applicants contend that

this is unlikely to happen in practice

because it makes the new stock less

attractive to potential investors.

Applicants represent that the German

Stock Exchange Admission Regulation

(promulgated under the German

Exchange Act) and the Securities Sales

Prospectuses Act require such a

variance between the offering terms to

affiliates and non-affiliates to be

disclosed in the offering prospectus.

Consequently, applicants will not

purchase securities in any offering in

which the offering prospectus discloses

that any portion of the securities being

sold in the offering may be sold to any

other investor at a price more favorable

than the price available to applicants.

6. Applicants state that the number of

subscribers participating in a public

offering in Germany will vary

significantly depending on the means of

distribution selected in a particular

offering and the nature of the existing

trading market for an issuer’s securities.

Accordingly, securities that are

admitted for trading on the official

market of a German stock exchange may

have a greater number of subscribers

than securities admitted for trading on

the regulated unlisted market due to the

comparatively greater size of the official

market. Applicants assert that regardless

of whether the securities are admitted

for trading on the official market or the

regulated unlisted market, and

regardless of whether the securities are

purchased by public subscription or

outright sale, a public offering is not
6816 Federal Register / Vol. 62, No. 30 / Thursday, February 13, 1997 / Notices

limited to a few participants. Applicants

will not participate in offerings in

which the securities are not widely

disseminated. Applicants state that

securities purchased pursuant to the

relief granted will be admitted for

trading on the official market or the

regulated unlisted market on one or

more of the German stock exchanges, or

have been approved for admission to the

official or the regulated unlisted market

but are not yet admitted or listed.

7. For a security to be officially listed

on the German stock exchanges, the

German Exchange Act requires

publication of a prospectus which

contains all information considered

material to an evaluation of the

securities to be listed. Applicants

applying for official listing on the

exchanges must provide complete

details of the issue, including the latest

audited financial statements, and have

available audited financial statements

for the last three consecutive years.

Applications for admission to trading in

the regulated unlisted market must

contain essentially similar information

as that required for official listing, but

in a condensed form.

8. Applicants represent that German

public offerings may be conducted

under three principal forms: the

purchase contract, the commission

agreement, and the agency contract.

With respect to initial public offerings

conducted on a ‘‘purchase contract’’

basis, the underwriting banks commit to

purchase all of the securities at a fixed

price and hold them either individually

or as joint owners. With respect to

subsequent issuances of securities of

existing corporations, such offerings

conducted on a purchase contract basis

also will commit the underwriting bank

to purchase all the securities issued,

including those subject to preemptive

rights, at a fixed price. Accordingly, the

underwriting banks fully assume the

risk of not finding sufficient third party

purchasers for the securities subscribed

under a purchase agreement. Under a

‘‘commission agreement,’’ the banks are

commission agents and sell the issue to

investors in their name, but for the

account of the issuer, whereas with an

‘‘agency contract,’’ the banks sell the

securities as representatives of the

issuer in the name and for the account

of the issuer. In either a ‘‘commission

agreement’’ or an ‘‘agency contract,’’ the

marketing risk generally remains with

the issuer. Because clause (3) of

paragraph (a) of rule 10f–3 requires the

underwriters to purchase all the

securities being offered (except those

purchased by others pursuant to a rights

offering), applicants undertake not to

purchase securities in any offering in

which the offering prospectus discloses

that the securities are subject to a

‘‘commission agreement’’ or ‘‘agency

contract’’ rather than a ‘‘purchase

contract.’’

9. The only condition of rule 10f–3

that applicants cannot satisfy is that the

securities will be registered under the

Securities Act. Applicants assert that

this registration requirement is largely a

by-product of the requirement that the

investment company purchase the

securities at the public offering price

(which ordinarily would not exist

absent registration). In addition,

registration tends to indicate that the

securities were issued more or less in

the ‘‘ordinary course’’ of business.

Applicants note that the registration

requirement appears in the same

subparagraph as the requirements that a

registered investment company

purchase the securities in a firm

commitment underwriting, on the first

day of the public offering, and for no

more than the public offering price,

indicating that registration is closely

related to these requirements.

Applicants believe that purchasing the

securities at issue pursuant to a public

offering conducted in accordance with

German law, together with a

requirement that audited financial

statements for the previous two years be

available to all prospective purchasers,

provides an adequate substitute for the

registration requirement. The

availability of such financial statements,

as well as other disclosure required of

issuers under German law, provide RCM

with sufficient information to make

informed investment decisions. Taken

together with the requirement that

securities subject to section 10(f) be

purchased in public offerings conducted

in accordance with German law,

investors can be assured that the

securities are issued in the ‘‘ordinary

course’’ of business. In light of these

requirements, as well as the protection

afforded by the other provisions of rule

10f–3, applicants believe that such

purchases will not raise any of the

concerns addressed by section 10(f) and

that applicants’ shareholders will be

adequately protected.

10. In light of the foregoing,

applicants request that an order be

entered, pursuant to section 10(f),

exempting applicants on the conditions

set forth below to permit purchases of

securities in public offerings in

Germany in which Dresdner Bank or

any of its affiliates participates as a

principal underwriter.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief shall be

subject to the following conditions:

1. With the exception of paragraph

(a)(1) of rule 10f–3, all other conditions

set forth in rule 10f–3 will be satisfied.

2. The foreign securities subject to

section 10(f) will be purchased in a

public offering conducted in accordance

with the laws of Germany and the rules

and regulations of the German stock

exchanges.

3. All subject German issuers will

have available to prospective purchasers

financial statements, audited in

accordance with the standards of

Germany, for the two years prior to the

purchase.

4. The securities purchased are

admitted for trading on the official

market or the regulated unlisted market

on one or more of the German stock

exchanges, or have been approved for

admission to the official or the regulated

unlisted market but are not yet admitted

or listed.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–3541 Filed 2–12–97; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–22501; No. 811–8562]

Insurance Investments Products Trust

February 7, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

order under the Investment Company

Act of 1940 (‘‘1940 Act’’).

APPLICANTS: Insurance Investments

Products Trust (the ‘‘Applicant’’ or the

‘‘Trust’’).

RELEVANT 1940 ACT SECTIONS: Order

requested under Section 8(f) of the 1940

Act and Rule 8f–1 thereunder.

SUMMARY OF APPLICATION: Applicant

seeks an order declaring that it has

ceased to be an investment company as

defined by the 1940 Act.

FILING DATE: The application was filed

on January 2, 1997.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing by writing to the Secretary of

the Commission and serving Applicant

with a copy of the request, personally or

by mail. Hearing requests must be

received by the Commission by 5:30

p.m. on March 4, 1997, and should be