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
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