6588 Federal Register / Vol. 62, No. 29 / Wednesday, February 12, 1997 / Notices

and 98–76. The form obtains the

information needed to determine the

amount to be withheld.

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, D.C.

20503.

Chuck Mierzwa,

Clearance Officer.

[FR Doc. 97–3497 Filed 2–11–97; 8:45 am]

BILLING CODE 7905–01–M

Sunshine Act; Meeting

U.S. Railroad Retirement Board; Notice

of Public Meeting

Notice is hereby given that the

Railroad Retirement Board will hold a

meeting on February 19, 1997, 9:00 a.m.,

at the Board’s meeting room on the 8th

floor of its headquarters building, 844

North Rush Street, Chicago, Illinois,

60611. The agenda for this meeting

follows:

Portion Open to the Public

(1) Impact of P.L. 104–193 on Benefits

under Railroad Retirement and

Railroad Unemployment Insurance

acts

(2) Letter to Ken Apfel, Office of

Management and Budget, re

Bulletin No. 96–02, Consolidation

of Agency Data Centers

(3) Supplemental Annuity Tax

(4) Streamlining the Approval Process

for Change-of-Station

(5) Fiscal Year 1997 Medicare Carrier

Budget

(6) Coverage Determinations:

A. CSX Professional Services Group,

Inc.

B. Paladin Strategies, Ltd.

(7) Regulations:

A. Part 216, Eligibility for an Annuity

(Final Rule)

B. Parts 222 and 229, Stepchild

C. Part 295, Payments Pursuant to

Court Decree or Court-Approved

Property Settlement

D. Part 335, Sickness Benefits

(8) Administrative Circular REF(RRB)–2,

Committees at the Railroad

Retirement Board

(9) Chief Information Officer Vacancy

Announcement

(10) Composition of Performance

Review Board

(11) Labor Member Truth in Budgeting

Status Report

Portion Closed to the Public

(A) SES Performance Appraisal for FY

1996

The person to contact for more

information is Beatrice Ezerski,

Secretary to the Board, Phone No. 312–

751–4920.

Dated: February 7, 1997.

Beatrice Ezerski,

Secretary to the Board.

[FR Doc. 97–3579 Filed 2–10–97; 9:38 am]

BILLING CODE 7905–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–22496; File No. 812–10512]

American Skandia Trust, et al.

February 5, 1997.

AGENCY: Securities and Exchange

Commission (the ‘‘SEC’’ or the

‘‘Commission’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (the ‘‘1940 Act’’).

APPLICANTS: American Skandia Trust

(the ‘‘Fund’’), American Skandia

Investment Services, Inc. (the

‘‘Adviser’’), and INVESCO Trust

Company (‘‘INVESCO’’).

REVELANT 1940 ACT SECTIONS: Order

requested under Section 6(c) of the 1940

Act for exemption from Section 15(a) of

the 1940 Act.

SUMMARY OF APPLICATION: Applicants

seek an order to permit INVESCO to

serve as the investment subadvisor to

the INVESCO Equity Income Portfolio

(the ‘‘Portfolio’’) of the Fund, without

formal approval by the contract owners

of the Portfolio, pursuant to a new

investment management agreement (the

‘‘New Agreement’’). The order would

cover an interim period not greater than

120 days (the ‘‘Interim Period’’) and

would permit INVESCO to receive from

the Adviser fees earned under the New

Agreement during the Interim Period.

FILING DATE: The application was filed

on February 4, 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 on this application by writing

to the Secretary of the SEC and serving

Applicants 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 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 may request notification of a

hearing by writing to the Secretary of

the SEC.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 Fifth Street,

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

Fund and the Adviser: P.O. Box 883,

One Corporate Drive, Shelton,

Connecticut 06484–0883; INVESCO,

P.O. Box 173706, Denver, Colorado

80217–3706.

FOR FURTHER INFORMATION CONTACT:

Patrice M. Pitts, Branch Chief, 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 Commission’s Public

Reference Branch.

Applicants’ Representations

1. The Fund, a registered open-end

management investment company

organized as a Massachusetts business

trust, currently offers twenty-three

portfolios investment options. The

Adviser and INVESCO are registered as

investment advisors under the

Investment Advisers Act of 1940, as

amended. The Adviser serves as the

investment adviser to each portfolio of

the fund pursuant to investment

management agreements that comply

with Section 15 of the 1940 Act. In

1994, the Adviser entered into a

subadvisory agreement (the ‘‘Existing

Agreement’’) that authorized INVESCO

to serve as the investment adviser to the

Portfolio. Pursuant to the Existing

Agreement, INVESCO received fees

from the Adviser for services provided

by INVESCO to the Portfolio.

2. On November 4, 1996, INVESCO

PLC, the indirect parent of INVESCO,

announced its intention to merge with

AIM Management Group (‘‘AIM’’).

Under the merger agreement, INVESCO

PLC will acquire AIM by issuing new

shares of INVESCO PLC to the existing

shareholders of AIM. After the merger is

completed, existing AIM shareholders

will own approximately 45% of

INVESCO PLC and the new merged

entity will be named AMVESCO. The

merger is subject to several conditions,

one of which is that the shareholders of

both INVESCO PLC and AIM must

approve the merger. The merger should

be completed by February 28, 1997 (the

‘‘Effective Date’’). The merger will result

in a change in control of INVESCO

because approximately 45% of the
Federal Register / Vol. 62, No. 29 / Wednesday, February 12, 1997 / Notices 6589

outstanding stock of INVESCO PLC will

then be owned by shareholders of AIM.

The change in control also would result

in an assignment of the Existing

Agreement, thereby terminating that

agreement in accord with its terms and

the provisions of Section 15(a) of the

1940 Act.

3. On February 12, 1997, the board of

trustees of the Fund is scheduled to

meet to discuss the merger and the

approval of the New Agreement. The

board also will consider whether to call

a special meeting of the Portfolio’s

shareholders to consider approving the

New Agreement as required by the 1940

Act.

4. The trustees, including a majority

of the trustees who are not ‘‘interested

persons’’ of the Adviser or of INVESCO,

as that term is defined in the 1940 Act,

should evaluate, with the assistance of

counsel, the New Agreement. The

trustees will consider several factors in

evaluating the New Agreement, for

example: that the New Agreement

contains substantially identical terms

and conditions, including identical

advisory fees, as contained in the

Existing Agreement; and the assurances

of INVESCO that it would provide

investment advisory and other services

to the Fund during the Interim Period

and thereafter, and that the services

provided will be of the same quality as

those provided before the Interim

Period.

5. The board also will consider the

following factors: (a) whether payment

of subadvisory fees to INVESCO during

the Interim Period would be

appropriated and fair since there will be

no diminution in the scope and quality

of services provided to the Portfolio; (b)

that the fees to be paid during the

Interim Period are the same as the fees

paid under the Existing Agreement: (c)

that the fees earned by INVESCO during

the Interim Period will be maintained in

an interest-bearing escrow account until

the New Agreement is approved or

disapproved by the shareholders of the

Portfolio; (d) and whether the

nonpayment of investment advisory fees

during the Interim Period would be

unduly harsh in light of the services

provided by INVESCO to the Fund

during the Interim Period.

Applicants’ Legal Analysis

1. Applicants request an order of the

Commission pursuant to Section 6(c) of

the 1940 Act exempting them from the

provisions of Section 15(a) of the 1940

Act. The order would permit INVESCO

to serve as investment subadvisor,

without formal approval by the

shareholders, pursuant to the New

Agreement. The order would cover the

Interim Period and would permit

INVESCO to receive from the Adviser

the fees earned under the New

Agreement.

2. Section 6(c) provides, in pertinent

part, that the Commission may, by order

upon application, conditionally or

unconditionally exempt any person,

security or transaction from any

provision of the 1940 Act if and to the

extent that such 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 the

provisions of the 1940 Act. Section 15(a)

prohibits an investment advisor from

providing investment advisory services

to an investment company except

pursuant to a written contract has been

approved by a majority of the voting

securities of such investment company.

Section 15(a) further requires that such

written contract provide for its

automatic termination in the event of an

assignment. Under Section 2(a)(4) of the

1940 Act, an assignment includes any

direct or indirect transfer of a contract

by the assignor or any direct or indirect

transfer of a controlling block of the

assignor’s voting securities.

3. Applicants anticipate that the

merger will take place on February 28,

1997, and that the indirect parent of

INVESCO will change as a result of the

merger. The merger, therefore, will

result in an ‘‘assignment’’ of the Existing

Agreement within the meaning of

Section 2(a)(4) of the 1940 Act. Upon

assignment, the Existing Agreement will

terminate by its own terms and pursuant

to Section 15(a).

4. Rule 15a–4 under the 1940 Act

provides, in pertinent part, that if an

investment advisor’s, or, as here, a

subadvisor’s, investment advisory

contract is terminated by assignment,

the investment advisor may continue to

act as such for 120 days at the previous

compensation rate if a new contract is

approved by the board of directors of

the investment company, and if the

investment advisor or a controlling

person of the investment advisor does

not directly or indirectly receive money

or other benefit in connection with the

assignment. Applicants concede that

they may not rely on Rule 15a–4

because INVESCO, PLC and its

shareholders may be deemed to receive

a benefit in connection with the

assignment of the Existing Agreement

because INVESCO, PLC, the parent of

INVESCO, will receive substantial

consideration from AIM for the merger.

5. Applicants submit that the

termination of the Existing Agreement,

effected through the merger, will cause

the board of trustees of the Fund to

consider appropriate actions in the best

interests of the Portfolio and its

shareholders. Applicants submit that

the scope and quality of services

provided to the Portfolio during the

Interim Period will not be diminished.

Applicants further submit that, while

they may not rely on Rule 15a–4, they

believe that the requested belief is

consistent with the spirit of that rule

and in the best interests of the Fund.

Applicants further submit that

appropriate escrow arrangements will

be established to collect fees payable to

INVESCO during the Interim Period

under the New Agreement.

Conditions for Relief

1. Applicants represent that the New

Agreement will have the same terms

and conditions, including identical

investment management fees, as the

Existing Agreement. The New

Agreement will have a different

effective date than the Existing

Agreement and will have provisions for

the escrow arrangement not contained

in the Existing Agreement.

2. Applicants further represent that

the advisory fees paid to INVESCO by

the Adviser will be paid into an interestbearing escrow account until paid to: (a)

INVESCO in accordance with the New

Agreement, after the requisite

shareholder approval is obtained; or (b)

in the absence of such approval, to the

Portfolio.

3. The Portfolio will hold a meeting

of the shareholders to vote on approval

of the New Agreement on or before the

expiration of the 120th day following

the termination of the Existing

Agreement, but in no event later than

June 30, 1997.

4. Neither the Fund nor the Portfolio

will pay any costs of preparing and

filing the application, or any costs of

soliciting a vote of the Portfolio’s

shareholders in connection with the

merger.

5. INVESCO will take all appropriate

steps to ensure that the scope and

quality of advisory and other services

provided to the Portfolio during the

Interim Period will be at least

equivalent, in the judgment of the board

of the Fund, to the scope and quality of

services previously provided. In the

event of any material change during the

Interim Period in the manner of or the

personnel providing services pursuant

to the Interim Agreement, INVESCO

will apprise and consult with the board

of the Fund to ensure that the board,

including a majority of its independent

trustees, is satisfied that the services

provided will not be diminished in

scope or quality.
6590 Federal Register / Vol. 62, No. 29 / Wednesday, February 12, 1997 / Notices

1 15 U.S.C. § 78s(b)(1).

2For purposes of this Rule, an ‘‘account’’ would

be deemed to be any account in which the same

person or persons is directly or indirectly

interested.

6. Before the termination of the

Existing Agreement, the board of the

Fund, including a majority of its

independent trustees, will have

approved the New Agreement as

required by Section 15(c) of the 1940

Act.

Conclusion

For the reasons set forth above,

Applicants submit that the exemptive

relief requested is necessary and

appropriate in the public interest, and

consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the 1940 Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–3431 Filed 2–11–97; 8:45 am]

BILLING CODE 8010–01–M

[File No. 500–1]

Twenty First Century Health, Inc.;

Order of Suspension of Trading

February 10, 1997.

It appears to the Securities and

Exchange Commission that there is a

lack of adequate and accurate current

information concerning the securities of

Twenty First Century Health, Inc.

(‘‘TFCH’’), of Las Vegas, Nevada.

Questions have been raised about

publicly-disseminated information

concerning, among other things: (1)

TFCH’s financial condition; (2) the

existence, effectiveness, and

marketability of a medical device for

testing blood sugar purportedly licensed

by TFCH; (3) the size of the market for

that device; and (4) the ownership,

value, and business of certain

companies purportedly acquired by

TFCH.

The Commission is of the opinion that

the public interest and the protection of

investors require a suspension of trading

in the securities of the above listed

company.

Therefore, it is ordered, pursuant to

Section 12(k) of the Securities Exchange

Act of 1934, that trading in the above

listed company is suspended for the

period from 9:00 a.m. EST, February 10,

1997 through 11:59 p.m. EST, on

February 24, 1997.

By the Commission.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–3625 Filed 2–10–97; 12:46 pm]

BILLING CODE 8010–01–M

[Release No. 34–38243; File No. SR–Amex–

97–02]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

American Stock Exchange, Inc.,

Relating to Amendments to Rules 103

and 950 Regarding Intra-day Trading

February 5, 1997.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 notice is hereby given that on

January 22, 1997, the American Stock

Exchange, Inc. (‘‘Amex’’ or ‘‘Exchange’’)

filed with the Securities and Exchange

Commission (‘‘SEC’’) or ‘‘Commission’’)

the proposed rule change as described

in Items I, II, and III below, which Items

have been prepared by the selfregulatory organization. The

Commission is publishing this notice to

solicit comments on the proposed rule

change from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

Amex proposes to amend Exchange

Rules 103 and 950 regarding new intraday trading provisions. The text of the

proposed rule change is available at the

Office of the Secretary, the Amex and at

the Commission.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

self-regulatory organization included

statements concerning the purpose of

and basis for the proposed rule change

and discussed any comments it received

on the proposed rule change. The text

of these statements may be examined at

the places specified in Item IV below.

The self-regulatory organization has

prepared summaries, set forth in

sections A, B, and C below, of the most

significant aspects of such statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and the

Statutory Basis for, the Proposed Rule

Change

1. Purpose

Under Rule 103(c), an Amex Floor

member, with certain exceptions, may

not exercise discretion with respect to

the choice of security to be bought or

sold, the total amount of the security to

be bought or sold, or whether the

transaction shall be a purchase or sale.

Currently, there are no provisions in

Rule 103(c), or otherwise, specifically

governing the practice of intra-day

trading. The term ‘‘intra-day trading’’

refers to the practice whereby a

customer places orders on both sides of

the market and attempts to profit by

buying at the bid and selling at the offer.

The Exchange proposes to amend

Rule 103 to add new intra-day trading

provisions. These provisions will apply

only when a Floor member

simultaneously represents, for the same

customer’s account,2 market or limit

orders on both sides of a minimum

variation market. Under the proposal, if

a Floor member acquires a position on

behalf of an intra-day trader’s account,

Rule 103(c)(2) will place certain

restrictions on how the member can

liquidate or cover that position during

the same trading session. Specifically,

the member will be required to obtain

a new liquidating order (i.e., one

entered subsequent to the acquisition of

the contra-side position) from his or her

customer. The new order must be timerecorded both upstairs and upon receipt

on the Trading Floor.

Proposed Rule 103(c)(3) will

thereafter require that the Floor member

must execute the liquidating order

entered pursuant to Rule 103(c)(2)

before he or she can execute any other

order for the same account on the same

side of the market as that liquidating

order. Pursuant to proposed

Commentary .01 to Rule 103, the

provisions of Rule 103(c) (2) and (3) will

not apply, however, to the execution of:

an order to liquidate or cover a position

carried over from a previous trading

session; a position assumed as part of a

strategy relating to bona fide arbitrage;

or a position assumed in reliance on the

exemption for block positioners.

Proposed Commentary .02 to Rule 103

sets forth examples of how the

provisions of Rule 103(c) (2) and (3) will

operate, while proposed Commentary

.03 to Rule 103 details the types of

orders that a Floor member may handle

simultaneously, without violating rule

103’s prohibition against a member

choosing whether a transaction will be

a purchase or sale.

These new changes are intended to

address trading situations where a Floor

member, representing at the same time

buy and sell orders at the minimum

variation for the same customer, may be

perceived as having a time and place

advantage over other market

participants in that he or she may be

able to trade for the same customer

without leaving the Trading Crowd. By

requiring the entry of a new liquidating