Federal Register / Vol. 62, No. 30 / Thursday, February 13, 1997 / Notices 6817

accompanied by proof of service on

Applicant in the form of an affidavit or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the requestor’s interests, the reason

for the request, and the issues contested.

Persons may request notification of a

hearing by writing to the Secretary of

the Commission.

ADDRESSES: Secretary, SEC, 450 5th

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

Applicant, 680 East Swedesford Road,

Wayne, Pennsylvania 19087–1658.

FOR FURTHER INFORMATION CONTACT:

Zandra Y. Bailes, Staff Attorney, or

Patrice M. Pitts, Branch Chief, both at

(202) 942–0670, Office of Insurance

Products (Division of Investment

Management).

SUPPLEMENTARY INFORMATION: Following

is a summary of the application; the

complete application is available for a

fee from the SEC’s Public Reference

Branch.

Applicant’s Representations

1. The Applicant is an open-end

diversified management company

organized as a Massachusetts business

trust.

2. On June 10, 1994, the Applicant

filed with the Commission a notification

of registration as an investment

company on Form N–8A, pursuant to

Section 8(a) of the Act, and a

registration statement on Form N–1A

(File Nos. 33–80158 and 811–8562),

pursuant to the Securities Act of 1933

(the ‘‘1933 Act’’) and Section 8(b) of the

1940 Act.

3. Pursuant to Rule 24f–2 under the

1940 Act, the Applicant registered an

indefinite amount of securities under

the 1933 Act. Those securities consisted

of six classes of capital stock:

International Growth Fund, Growth

Fund, Aggressive Growth Fund, Income

Equity Fund, Income Equity Fund,

Intermediate Fixed Income Fund and

Money Market Fund. Shares of the

Applicant were not assigned a par

value. The Form N–1A registration

statement was declared effective on

November 15, 1994; distribution

activities commenced on December 30,

1994.

4. As of December 31, 1995, less than

$2,100,000 represented variable contract

owner investment in the Trust. At the

meeting of the Trust’s Board of Trustees

on December 4–5, 1995, management of

the Trust reported to the Board its belief

that a significant increase of investment

in the Trust was unlikely and

recommended that the Board consider

closing the Trust. The Trust’s December

31, 1995 Annual Report to investors

disclosed that the Trust had not met

management’s growth expectations and

that consideration was being given to

closing the Trust. During the ensuing

months variable annuity contract

owners voluntarily redeemed or

transferred their interests in the

subaccounts of the separate account

investing in the Trust. Redemption of

the Trust’s shares continued until May

30–31, 1996, when SEI Financial

Management Corporation (‘‘SEI

Financial’’)—an investment adviser of

the Trust—redeemed its seed money

shares. All redemptions of the Trust’s

shares occurred at net asset value.

5. The securities of the Trust were

disposed by the investment advisers and

sub-advisers in accordance with their

normal practices for effecting portfolio

transactions. Approximate brokerage

commissions paid for disposing of the

securities was $4,351.

6. During the last 18 months, the

Applicant has not, for any reason,

transferred any of its assets to a separate

trust.

7. At the time of filing this

application, the Applicant retained no

assets.

8. The Applicant does not have any

debts or other liabilities which remain

outstanding.

9. The Applicant is not a party to any

litigation or administrative proceeding.

10. At the time of filing this

application, the Applicant has no

security holders.

11. The Applicant is not now

engaged, nor does it propose to engage,

in any business activities other than

those necessary for the winding-up of its

affairs.

12. All legal, accounting, and other

expenses incurred in connection with

the liquidation have been or will be

borne by SEI Corporation (the parent

company of SEI Financial) or a

subsidiary thereof.

13. On December 31, 1996, the

Applicant filed Articles of Dissolution

with the Secretary of the

Commonwealth of Massachusetts,

Corporation Division, which were

effective upon receipt by the Division.

Accordingly, the Applicant no longer

has legal existence under Massachusetts

law.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary

[FR Doc. 97–3622 Filed 2–12–97; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–22498; 812–10430]

Liberty All-Star Equity Fund, et al.;

Notice of Application

February 6, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Liberty All-Star Equity

Fund (‘‘All-Star’’) and Liberty Asset

Management Company (‘‘LAMCO’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) for an exemption

from section 15(a) of the Act.

SUMMARY OF APPLICANT: Applicants

request an order amending an existing

order, which amended a prior order,

that let the Fund’s investment adviser

hire and fire sub-advisers and enter new

sub-advisory agreements resulting from

an ‘‘assignment,’’ as defined in the Act,

and delay shareholder approval until

the next annual shareholder meeting.

Among other things, the existing order

is subject to a requirement that the new

subadvisory agreement will affect no

more than 25% of the Fund’s assets. The

amended order would eliminate this

condition.

FILING DATES: The application was filed

on November 14, 1996, and amended on

February 3, 1997.

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 3, 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, DC 20549.

Applicants: Federal Reserve Plaza,

Boston, MA 02210.

FOR FURTHER INFORMATION CONTACT:

Christine Y. Greenless, Senior Counsel,

at (202) 942–0581 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
6818 Federal Register / Vol. 62, No. 30 / Thursday, February 13, 1997 / Notices

1 Investment Company Act Release Nos. 19436

(April 27, 1993) (notice) and 19491 (May 25, 1993)

(order).

2 Investment Company Act Release Nos. 20347

(June 8, 1994) (notice) and 20355 (July 6, 1994)

(order).

may be obtained for a fee at the SEC’s

Public Reference Branch.

Applicants’ Representations

1. All-Star is a closed-end diversified

management investment company.

LAMCO, a registered investment

adviser, is an indirect wholly-owned

subsidiary of Liberty Financial

Companies, Inc. (‘‘LFC’’). LFC is an

indirect majority-owned subsidiary of

Liberty Mutual Insurance Company.

2. All-Star employs a multi-manager

methodology of portfolio management.

It allocates its investment portfolio on

an approximately equal basis among

several independent investment

management firms (‘‘Sub-Advisors’’),

currently five in number, selected and

recommended from time to time by

LAMCO based on specific criteria,

inducing a sufficient diversity and

breadth of investment styles. None of

the Sub-Advisors has nay affiliation

with All-Star or LAMCO other than as

Sub-Advisor.

3. Applicants received an order that

permits All-Star and LAMCO to enter

into new subadvisory agreements

incident to a change in Sub-Advisors or

the addition of a Sub-Advisor

recommended by LAMCO and to delay

shareholder approval of such

agreements until All-Star’s next annual

meeting of shareholders (the ‘‘Prior

Order’’).1 Subsequently, applicants

received an order amending the Prior

Order to extend the relief granted

therein so that, in the event of a sale of

assets, merger, or transfer of voting

securities of a Sub-Advisor or other

transaction constituting an

‘‘assignment’’ (as defined in section

2(a)(4) of the Act), of All-Star’s

subadvisory agreement with such SubAdvisor, All-Star, LAMCO, and such

Sub-Advisor or its successor could enter

into a new subadvisory agreement and

delay shareholder approval of such

agreement until All-Star’s next annual

meeting of shareholders (‘‘the Existing

Order’’).2 Applicants reaffirm all of the

representations made in the original

applications, as amended, for the Prior

Order and the Existing Order.

4. Among other things, the Existing

Order is conditioned upon the

requirement that the new subadvisory

agreement involved will, when entered

into, affect no more than approximately

25% of All-Star’s assets. Applicants

seek to amend the Existing Order to

eliminate such restriction.

Applicants’ Legal Analysis

1. Section 15(a) of the Act makes it

unlawful for any person to act as an

investment adviser to a registered

investment company except pursuant to

a written contract, whether with such

registered company or with an

investment adviser of such registered

company, which has been approved by

the majority vote of the outstanding

voting securities of such registered

company.

2. Applicants state that All-Star’s

multi-manager methodology of portfolio

management is based on the premise

that most investment management firms

consistently employ a distinctive

investment style that causes them to

emphasize stocks with particular

characteristics, and that, because of

changing investor preferences, any

given investment style will move into

and out of market favor and will result

in better investment performance under

certain market conditions, but less

successful performance under other

conditions. All-star’s multi-manager

methodology, by allocating its portfolio

among several Sub-Advisors employing

different investment styles, seeks to

achieve more consistent and less

volatile performance over the long term

then if an single investment style was

employed throughout the entire period.

The Sub-Advisors recommended by

LAMCO represent a blending of

different investment styles, which, in its

opinion, is appropriate to All-Star’s

investment objective, and which is

sufficiently broad so that, insofar as AllStar’s investment objective permits, at

least one of such styles can reasonably

be expected to be in market favor in all

reasonable foreseeable market

conditions.

3. LAMCO believes that the

investment styles of certain investment

management firms may result in more

volatile performance than those of other

firms. Accordingly, it believes that the

objectives of reducing volatility and

providing a blending of different

investment styles appropriate for AllStar’s investment objectives may be

better served by allocating more than an

equal portion of All-Star’s assets to a

Sub-Advisor whose investment style is

expected to result in less volatile

performance than those of the other

Sub-Advisors, and allocating the

remaining assets among the other SubAdvisors (not necessarily on an equal

basis). The relative allocations among

the Sub-Advisors, once established,

would be maintained through

rebalancings at approximately the same

levels until the next change or addition

of a Sub-Advisor.

4. Applicants submit that, except for

the fact that any order granting the

requested relief will not contain the

Existing Order’s requirement that the

new subadvisory agreement involved

will, when entered into, affect no more

than approximately 25% of All-Star’s

assets, each of the factors that provided

the basis for the granting of the Prior

Order and the Existing Order would

continue to apply.

5. Section 6(c) of the Act authorizes

the SEC to exempt persons or

transactions from the provisions of the

Act to the extent that such exemptions

are 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. Applicants submit

that the requested amendment to the

exemption from section 15(a) of the Act

granted by the Existing Order would be

consistent with the standards set forth

in section 6(c) of the Act and would be

in the best interests of All-Star and its

shareholders.

Applicants’ Conditions

Applicants agree that any order

granting the requested relief shall be

subject to the following conditions:

1. The new sub-advisory agreement

will be submitted for ratification and

approval to the vote of All-Star’s

shareholders no later than at the

regularly scheduled annual meeting of

shareholders of All-Star next following

the effective date of the new subadvisory agreement, and its continuance

after such meeting will be conditioned

on approval by a majority vote (as

defined in section 2(a) (42) of the Act)

of such shareholders.

2. All-Star will continue to hold

annual meetings of its shareholders,

whether or not required to do so by the

rules of the New York Stock Exchange,

Inc. or otherwise.

3. The trustees of All-Star, in addition

to approving the new sub-advisory

agreement in accordance with the

requirements of section 15(c) of the Act,

will specifically determine that entering

into a sub-advisory agreement in

advance of the next regular annual

meeting of the shareholders of All-Star,

and without prior shareholder approval

is in furtherance of All-Star’s multimanager methodology, and is in the best

interests of All-Star and its

shareholders.

4. The new Sub-Advisor will have no

affiliation with All-Star or LAMCO

other than as Sub-Advisor, and will

have no duties or responsibilities with

respect to All-Star beyond the

investment management of the portion

of All-Star’s portfolio assets allocated to
Federal Register / Vol. 62, No. 30 / Thursday, February 13, 1997 / Notices 6819

1 Investment Company Act Release Nos. 20772

(Dec. 15, 1994) (notice) and 20824 (Jan. 10, 1995)

(order).

2Under the Existing Order, LAMCO managed

20% of All-Star Growth’s assets, subject to an

increase to include all of All-Star Growth’s assets

as provided in an Asset Acquisition and Fund

Management Transition Agreement, dated February

9, 1994, among LAMCO, Growth Stock Outlook,

Inc. (‘‘GSO’’), and GSO’s principal stockholder.

Pursuant to that Agreement and as approved by AllStar Growth’s shareholders at its 1995 annual

meeting: (a) LAMCO assumed management of the

remaining approximately 80% of All-Star Growth’s

assets; (b) the fund’s name was changed to ‘‘Liberty

All-Star Growth Fund, Inc.;’’ and (c) its investment

objective was changed to long-term capital

appreciation. Accordingly, since November 6, 1995,

the exemptive relief granted by the Existing Order

has been applicable to 100% of All Star Growth’s

assets.

it by LAMCO from time to time and

related record keeping and reporting.

5. The new sub-advisory agreement

will provide for a sub-advisory fee no

higher than that provided in All-Star’s

existing sub-advisory agreements and,

except for the provisions relating to

shareholder approval referred to in

condition 1 above, will be on

substantially the same other terms and

conditions as such existing agreements.

In the event that the new sub-advisory

agreement provides for sub-advisory

fees at rates less than those provided in

the existing agreements, the difference

will be passed on to All-Star and its

shareholders through a corresponding

voluntary reduction in the fund

management fees payable by All-Star to

LAMCO.

6. The appointment of the new or

successor Sub-Advisor will be

announced by press release promptly

following the trustees’ action referred to

in condition 3 above, and a notice of the

new sub-advisory agreement, together

with a description of the new or

successor sub-Advisor, will be included

in All-Star’s next report to shareholders.

7. In the case of a new subadvisory

agreement with an existing Sub-Advisor

or its successor following an

‘‘assignment,’’ as defined in section

2(a)(4) of the Act and the rules

thereunder, off All-Star’s sub-advisory

agreement with that Sub-Advisor,

LAMCO or the Sub-Advisor (or its

successor) will pay the incremental cost

of including the proposal to approve or

disapprove the new sub-advisory

agreement in the proxy material for the

next annual meeting of All-Star

Growth’s shareholders.

8. LAMCO will provide overall

supervisory responsibility for the

general management and investment of

All-Star’s assets, subject to All-Star’s

investment objectives and policies and

any directions of All-Star’s trustees. In

particular, LAMCO will: (a) Provide

overall investment programs and

strategies for All-Star; (b) recommend to

All-Star’s trustees investment

management firms for appointment or

replacement as All-Star Sub-Advisors;

(c) allocate and reallocate All-Star’s

portfolio assets among the SubAdvisors; and (d) monitor and evaluate

the investment performance of the SubAdvisors, including their compliance

with All Star’s investment objectives,

policies, and restrictions.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–3543 Filed 2–12–97; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–22499; 812–10436]

Liberty All-Star Growth Fund, Inc., et

al.; Notice of Application

February 6, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Liberty All-Star Growth

Fund, Inc. (‘‘All-Star Growth’’) and

Liberty Asset Management Company

(‘‘LAMCO’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) for an exemption

from section 15(a) of the Act.

SUMMARY OF APPLICATION: Applicants

request an order amending an existing

order that lets All-Star Growth and

LAMCO change or add sub-advisers, or

continue the services of a sub-adviser

following an assignment of its subadvisory agreement, and delay

shareholder approval until the next

annual shareholder meeting. Among

other things, the existing order is subject

to a requirement that the new

subadvisory agreement will affect no

more than approximately one-third of

All-Star Growth’s assets. The amended

order would eliminate this condition.

FILING DATES: The application was filed

on November 14, 1996, and amended on

February 3, 1997.

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 3, 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, DC 20549.

Applicants: Federal Reserve Plaza,

Boston, MA 02210.

FOR FURTHER INFORMATION CONTACT:

Christine Y. Greenlees, Senior Counsel,

at (202) 942–0581 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.

Applicants’ Representations

1. All-Star Growth is a closed-end

diversified management investment

company. LAMCO, a registered

investment adviser, is an indirect

wholly-owned subsidiary of Liberty

Financial Companies, Inc. (‘‘LFC’’). LFC

is an indirect majority-owned subsidiary

of Liberty Mutual Insurance Company.

2. All-Star Growth employs a multimanager methodology of portfolio

management. It allocates its investment

portfolio on an approximately equal

basis among several independent

investment management firms (‘‘SubAdvisors’’), currently three in number,

selected and recommended from time to

time by LAMCO based on specific

criteria, including a sufficient diversity

and breadth of investment styles. None

of the Sub-Advisors has any affiliation

with All-Star Growth or LAMCO other

than as Sub-Advisor.

3. Applicants received an order that

permits All-Star Growth and LAMCO to

change or add Sub-Advisors, or

continue the services of a Sub-Advisor

following an assignment of its

subadvisory agreement, and delay

shareholder approval of the new subadvisory agreements with such SubAdvisors until All-Star Growth’s next

annual meeting of shareholders (the

‘‘Existing Order’).1 Applications

reaffirm all of the representations made

in the original application, as amended

for the Existing Order, except as

described below.

4. Among other things, the Existing

Order is conditioned upon the

requirement that the new subadvisory

agreement involved will, when entered

into, affect no more than approximately

one-third of All-Star Growth’s assets.2

Applicants seek to amend the Existing

Order to eliminate such restriction.