Federal Register / Vol. 65, No. 24 / Friday, February 4, 2000 / Notices 5709

1A registration statement for the five shell

Acquiring Funds is expected to be filed in February,

2000, and it is anticipated that it will be declared

effective on or before May 1, 2000. The Acquiring

funds are expected to commence operations upon

the consummation of the Reorganization.

Astra Strategic Investment Series [File

No. 811–0038], Astra Global Investment

Series [File No. 811–4468], Astra

Institutional Securities Trust [File No.

811–6408] and Astra Institutional Trust

[File No. 811–6518]

Summary: Each applicant seeks an

order declaring that it has ceased to be

an investment company. By December

29, 1997, each applicant had made a

final liquidating distribution to its

shareholders based on net asset value.

Shareholder Communications

Corporation, a professional pre-escheat

service provider, has been retained to

search for shareholders whose

whereabouts could not be ascertained.

Astra Strategic Investment Series paid

approximately $90,271 in expenses in

connection with its liquidation. Each of

the remaining applicants paid

approximately $23,798 in expenses in

connection with their liquidations.

Filing Dates: Each application was

filed on January 3, 2000, and amended

on January 21, 2000.

Applicant’s Address: c/o PFPC, Inc.,

103 Bellevue Parkway, Wilmington,

Delaware 19809.

American Skandia Life Assurance

Corporation Variable Account C [File

No. 811–5676]

Summary: Applicant seeks an order

declaring that it has ceased to be an

investment company. Applicant has not

made any public offering of its

securities and does not propose to make

any public offering or engage in

business of any kind.

Filing Dates: The application was

filed on January 4, 2000 and amended

on January 18, 2000.

Applicant’s Address: One Corporate

Drive, Shelton, CT 06484.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–02448 Filed 2–3–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–24270, 812–11778]

HT Insight Funds, Inc., et al., Notice of

Application

January 28, 2000.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of an application for an

order under section 17(b) of the

Investment Company Act of 1940

(‘‘Act’’) for an exemption from section

17(a) of the Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit certain series

of Harris Insight Funds Trust (‘‘HIFT’’)

to acquire all of the assets and liabilities

of all of the series of HT Insight Funds

Inc. (‘‘HTIF’’) (the ‘‘Reorganization’’).

Because of certain affiliations,

applicants may not rely on rule 17a–8

under the Act.

APPLICANTS: HIFT, HTIF, and Harris

Trust and Savings Bank (‘‘Harris Bank’’).

FILING DATES: The application was

filed on September 17, 1999, and

amended and restated on January 18,

2000.

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

February 22, 2000, 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, D.C. 20549–

0609. HIFT and HTIF, Four Falls

Corporate Center, 6th Floor, West

Conshohocken, Pennsylvania, 19428–

2961. Harris Bank, 111 West Monroe

Street/6W, Chicago, Illinois, 60603.

FOR FURTHER INFORMATION CONTACT:

Paula L. Kashtan, Senior Counsel, at

(202) 942–0615, 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, 450 Fifth

Street, N.W., Washington, D.C. 20549–

0102 (telephone (202) 942–8090).

Applicants’ Representations

1. HTIF, a Maryland corporation, is

registered under the Act as an open-end

management investment company and

is comprised of five series, Harris

Insight Equity Fund, Harris Insight

Short/Intermediate Bond Fund, Harris

Insight Money Market Fund, Harris

Insight Government Money Market

Fund, and Harris Insight Tax-Exempt

Money Market Fund (the ‘‘Acquired

Funds’’).

2. HIFT, a Massachusetts business

trust, is registered under the Act as an

open-end management investment

company and is currently comprised of

thirteen series. As part of the

Reorganization, HIFT is organizing the

following five new shell series: Harris

Insight Equity Fund, Harris Insight

Short/Intermediate Bond Fund, Harris

Insight Money Market Fund, Harris

Insight Government Money Market

Fund, and Harris Insight Tax-Exempt

Money Market Fund (the ‘‘Acquiring

Funds,’’ collectively with the Acquired

Fund, the ‘‘Funds’’). 1 Applicants state

that the investment objectives and

policies of the Acquiring funds are

substantially similar to those of the

corresponding Acquired Funds.

3. Harris Bank serves as investment

adviser to the Acquired Funds and is

exempt from registration under the

Investment Advisers Act of 1940. Harris

Bank will act as the investment adviser

to the Acquiring Funds. Harris

Investment Management, Inc. (‘‘HIM’’),

an affiliate of Harris Bank, is registered

as an investment adviser under the

Advisers Act, and serves as subadviser

to four of the Acquired Funds and will

serve as subadviser to the four

corresponding Acquiring Funds. Harris

Bank and HIM are each wholly-owned

subsidiaries of Harris Bankcorp, Inc.

Currently, Harris Bank, HIM and/or

certain of their affiliates that are under

common control (the ‘‘Harris Group’’)

hold of record, in their names or in the

names of their nominees, in excess of

25% of the outstanding voting securities

of each of the Acquired Funds. All of

these securities are held for the benefit

of others in a trust, agency, custodial or

other fiduciary or representative

capacity.

4. On July 29, 1999, the board of

directors of HTIF (the ‘‘Board’’ or

‘‘HTIF’’) and the board of trustees of

HIFT, none of whom are ‘‘interested

persons’’ as defined in section 2(a)(19)

of the Act (‘‘Disinterested Directors/

Trustees’’), approved the Reorganization

pursuant to which the assets and

liabilities of each of the Acquired Funds

will be transferred to the corresponding

Acquiring Fund in exchange for shares

of designated classes of the

corresponding Acquiring Fund

5710 Federal Register / Vol. 65, No. 24 / Friday, February 4, 2000 / Notices

2Prior to the implementation of the

Reorganization Plan, the Acquired Funds intend to

discharge substantially all of their liabilities. Each

Acquiring Fund will assume all remaining

liabilities of the corresponding Acquired Fund.

(‘‘Reorganization Plan’’).2 Shareholders

of each of the Acquired Funds will

receive shares of the corresponding

Acquiring Fund having an aggregate net

asset value equal to the aggregate net

asset value of the Acquired Fund’s

shares held by each shareholder, as

determined on the closing date of the

Reorganization, currently anticipated to

occur on May 2, 2000. The value of the

assets of the Funds will be determined

in the manner set forth in the Funds’

then current prospectuses and

statements of additional information. As

soon as practicable after the closing

date, the Acquiring Fund shares

received by each Acquired Fund will be

distributed pro rata to the shareholders

of the Acquired Fund and each

Acquired Fund will liquidate and

dissolve.

5. The Acquired Funds and the

Acquiring Funds fall into two

categories. First, there are two nonmoney market funds that offer or, after

the Reorganization, will offer shares in

three classes (a shares, N shares and

Institutional shares) (‘‘Non-Money

Market Funds’’). Second, there are three

Money Market Funds that offer or, after

the Reorganization, will offer shares in

two classes (N shares and Institutional

shares) (‘‘Money Market Funds’’).

6. Class A shares of the Funds are

subject to a maximum front-end sales

load of 5.50%, a maximum contingent

deferred sales charge (‘‘CDSC’’) of

1.00%, and a maximum .35% rule 12b–

1 fee. Class N shares of the Funds are

subject to a maximum .25% service fee,

and class N shares of the Money Market

Funds have a maximum .10% rule 12b–

1 fee. None of the class N shares is

subject to a front-end sales charge of

CDSC. Institutional shares are offered

without service fees, front-end sales

charges, CDSCs or 12b–1 fees. For

purposes of calculating the CDSCs on

class A shares, shareholders of class A

shares of each of the Non-Money Market

Acquired Funds will be deemed to have

held the class A shares of the

corresponding Acquiring Fund since the

date the shareholders initially

purchased the Class A shares of the

Acquired Fund. Shareholders of the

Acquired Funds will not incur any sales

charges in connection with the

Reorganization. Harris Bank assumed

approximately one half of the proxy

costs, and the shareholders of the

Acquired Funds will pay the remainder

of the Reorganization expenses, as

determined by the Board of each

Acquired Fund. 7. The Board of each Acquired Fund,

consisting solely of Disinterested

Directors, found that the Reorganization

is in the best interests of the Acquired

Fund, and that the interests of existing

shareholders of the Acquired Fund will

not be diluted as a result of the

Reorganization. During its deliberations,

the Board reviewed, among other things:

(a) the terms and conditions of the

Reorganization; (b) the investment

advisory and other fees projected to be

paid by the Acquiring Fund, and the

projected expense ratio of the Acquiring

Fund as compared to that of the

Acquired Fund; (c) the investment

objectives, strategies, investment risks,

policies and limitations of the Acquiring

Fund and their compatibility with those

of the Acquired Fund; (d) the potential

economies of scale to be gained from

combining the assets of the Acquired

Fund into the Acquiring Fund; and (e)

the anticipated tax-free nature of the

Reorganization. 8. The Reorganization is subject to a

number of conditions precedent,

including that: (a) the shareholders of

each of the Acquired Funds will have

approved the Reorganization Plan; (b)

applicants will have received exemptive

relief from the SEC; (c) a registration

statement under the Securities Act of

1933 for the Acquiring Funds will have

become effective; and (d) an opinion of

counsel is received with respect to the

tax-free nature of the Reorganization.

The Reorganization Plan may be

terminated by mutual written consent of

the Boards of HTIF and HIFT at any

time prior to the closing. Applicants

agree not to make any material changes

to the Reorganization Plan without prior

SEC approval. 9. The definitive proxy statement was

filed with the SEC on October 25, 1999.

A special meeting of the shareholders of

the Acquired Funds was held on

November 29, 1999, at which the

shareholders approved the

Reorganization Plan.

Applicants’ Legal Analysis

1. Section 17(a) of the Act generally

prohibits an affiliated person of a

registered investment company, or an

affiliated person of such a person, acting

as principal, from selling any security

to, or purchasing any security from, the

company. Section 2(a)(3) of the Act

defines an ‘‘affiliated person’’ of another

person to include: (a) any person

directly or indirectly owning,

controlling, or holding with power to

vote 5% or more of the outstanding

voting securities of the other person; (b)

any person 5% or more of whose

securities are directly or indirectly

owned, controlled, or held with power

to vote by the other person; (c) any

person directly or indirectly controlling,

controlled by, or under common control

with the other person, and (d) if the

other person is an investment company,

any investment adviser of that company.

Applicants state that the Funds may be

deemed affiliated persons and thus the

Reorganization may be prohibited by

section 17(a).

2. Rule 17a–8 under the Act exempts

from the prohibitions of section 17(a)

mergers, consolidations, or purchases or

sales of substantially all of the assets of

registered investment companies that

are affiliated persons, or affiliated

persons of an affiliated person, solely by

reason of having a common investment

adviser, common directors, and/or

common officers, provided that certain

conditions set forth in the rule are

satisfied. Applicants believe that they

may not rely on rule 17a–8 in

connection with the Reorganization

because the Funds may be deemed to be

affiliated for reasons other than those set

forth in the rule. By virtue of the direct

or indirect ownership by the Harris

Group of more than 25% of the

outstanding voting securities of each of

the Acquired Funds, each of the

Acquired Funds may be deemed an

affiliated person of an affiliated person

of each of the corresponding Acquiring

Fund. In addition, because of this

ownership, the Funds may be deemed to

be under common control, and thus

affiliated persons under Section

2(a)(3)(C) of the Act.

3. Section 17(b) of the Act provides

that the SEC may exempt a transaction

from the provisions of section 17(a) if

the evidence establishes that the terms

of the proposed transaction, including

the consideration to be paid, are

reasonable and fair and do not involve

overreaching on the part of any person

concerned, and that the proposed

transaction is consistent with the policy

of each registered investment company

concerned and with the general

purposes of the Act. 4. Applicants request an order under

section 17(b) of the Act exempting them

from section 17(a) of the Act to the

extent necessary to permit applicants to

consummate the Reorganization.

Applicants submit that the

Reorganization satisfies the standards of

section 17(b) of the Act. Applicants state

that the Board of HTIF, including a

majority of its Disinterested Directors,

found that participation in the

Reorganization is in the best interests of

each of the Acquired Funds, and that

the interests of the existing shareholders

will not be diluted as a result of the

Reorganization. Applicants also note

that the exchange of the Acquired

Federal Register / Vol. 65, No. 24 / Friday, February 4, 2000 / Notices 5711

1All existing Trusts that intend to rely on the

order are named as applicants. Any existing of

future Trust that relies on the order in the future

will comply with the terms and conditions of the

application.

2Applicants state that the number of common

stocks listed on the DJIA that have received S&P

ratings of A+ has ranged from six to eleven stocks

over the past 25 years.

3The DJIA, which is owned by Dow Jones &

Company, Inc., comprises 30 widely-held common

stocks listed on the New York Stock Exchange,

which are chosen by the editors of The Wall Street

Journal. The FT Index comprises 30 widely-held

common stocks listed on the London Stock

Exchange, which are chosen by the editors of The

Financial Times. The Nikkei Index comprises 225

common stocks listed on the Tokyo Stock

Exchange. The Hang Seng index comprises 33

common stocks listed on the Stock Exchange of

Kong, Ltd. ‘‘A+’’ is the highest S&P ranking for

earning and dividends of common stock and is

based on per-share earnings and dividend records

of the most recent ten years.

Funds’ assets for shares in the Acquiring

Funds will be based on the Funds’

relative net asset values.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–2449 Filed 2–3–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24269; 812–11630]

Salomon Smith Barney Inc., et al.;

Notice of Application

January 28, 2000.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of an application under

section 6(c) of the Investment Company

Act of 1940 (the ‘‘Act’’) for an

exemption from section 12(d)(3) of the

Act, and under sections 6(c) and 17(b)

of the Act for an exemption from section

17(a) of the Act.

SUMMARY OF APPLICATION: Applicants

request an order that would permit (a)

certain series of unit investment trusts

to invest up to 10.5%, certain other

series to invest up to 15.5%, and certain

other series to invest up to 20.5% of

their respective total assets in securities

of issuers that derived more than 15%

of their gross revenues in their most

recent fiscal year from securities related

activities; and (b) certain series to sell

portfolio securities to certain new series.

APPLICANTS: Salomon Smith Barney Inc.

(the ‘‘Sponsor’’), The Uncommon Values

Trust, Equity Focus Trusts, Angels with

Dirty Faces Trust, The CountryFund

Opportunity Trust, Robinson-Humphrey

Annual Themes Series and certain other

future unit investment trusts sponsored

by the Sponsor (collectively, the

‘‘Trusts’’ and the various series of the

Trusts, each a ‘‘Series’’).

FILING DATES: The application was filed

on May 26, 1999. Applicants have

agreed to file an amendment to the

application during this notice period,

the substance of which is reflected in

this notice.

HEARING OR NOTIFICATION OF HEARING: An

order granting the requested relief 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

February 22, 2000; 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–

0609. Applicants, 7 World Trade Center,

36th Floor, New York, NY 10048.

FOR FURTHER INFORMATION CONTACT:

Michael W. Mundt, 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, 450 Fifth

Street, N.W., Washington, DC 20549–

0102 (tel. 202–942–8090).

Applicants’ Representations

1. Each Trust is a unit investment

trust registered under the Act with

multiple series. Each Trust is created by

a trust indenture between the Trust, the

Sponsor, and the Chase Manhattan

Bank, which is a bank within the

meaning of section 2(a)(5) of the Act

that satisfies the criteria in section 26(a)

of the Act and is unaffiliated with the

Sponsor (the ‘‘Trustee’’). Applicants

also request belief for any future Trust

sponsored by the Sponsor.1

2. Certain Series of the Trusts will

hold a portfolio of common stocks of

growth companies (each such Series, a

‘‘Growth Series’’). The investment

objective of each Growth Series is to

seek capital appreciation. Other Series

(each an ‘‘Index Series’’) will hold a

portfolio of common stocks which

represent a portion of a specific index.

The investment objective of each Index

Series is to seek a greater total return

than that achieved by the stocks

comprising the entire related index over

the life of the Index Series.

3. Certain of the Index Series (each, a

‘‘Ten Series’’) will invest approximately

10%, but no more than 10.5% of their

total assets in each of the ten common

stocks in the Dow Jones Industrial

Average (‘‘DJIA’’), the Financial Times

Industrial Ordinary Share Index (‘‘FT

Index’’), the Nikkei 225 Index (the

‘‘Nikkei Index’’), or the Hang Seng Index

(each an ‘‘Index,’’ and together the

‘‘Indexes’’), as the case may be, having

the highest dividend yields no more

than three business days prior to the

Ten Series’ initial date of deposit.

Certain other Index Series (each, a ‘‘Five

Series’’) will invest approximately 20%,

but in no event more than 20.5%, of

their total assets in each of the five

lowest dollar price per share stocks of

the ten common stocks in one of the

Indexes, as the case may be, having the

highest dividend yields no more than

three business days prior to the Five

Series’ initial date of deposit. The other

Index Series (each a ‘‘Ten/A+ Series’’)

will invest approximately 50% of their

total assets in the ten common stocks

contained in the DJIA having the highest

dividend yields and 50% in the

common stocks contained in the DJIA

having a quality ranking of A+ by

Standard & Poor’s (‘‘S&P’’) no more than

three business days prior to the Ten/A+

Series initial date of deposit.2

4. Applicants state that each of the

Indexes is a recognized indicator of the

stock market in its respective country,

and that S&P has been ranking common

stock for quality since 1956. 3 The

publishers of the Indexes and S&P are

not affiliated with any Index Series or

the Sponsor, and do not participate in

any way in the creation of any Index

Series or the selection of its stocks. The

common stocks included in the Indexes

may include stocks of issuers that derive

more than 15% of their gross revenues

from securities related activities, as that

term is defined in rule 12d3–1 under the

Act, as discussed below (‘‘Securities

Related Issuers’’).

5. The securities deposited in each

Index Series will be chosen solely

according to the formulas described

below, and will not necessarily reflect

the research opinions or buy or sell

recommendations of the Sponsor. The

Sponsor is authorized to determine the

date of deposit, to purchase securities

for deposit in the Index Series, and to