62772 Federal Register / Vol. 65, No. 203 / Thursday, October 19, 2000 / Notices

generally accepted accounting

principles; and

d. If Applicant fails or refuses to take

timely action to enforce its rights under

the Support Agreement or if Applicant

defaults in the timely payment of

interest, principal or premium, any

lender may proceed directly against

AWW to enforce Applicant’s rights

under the Support Agreement or to

obtain payment of such defaulted

interest, principal or premium.

2. The Support Agreement may be

modified or amended in a manner that

adversely affects the rights of creditors

of Applicant only if such modification

or amendment occurs after all debt

securities theretofore issued by

Applicant are irrevocably paid in full

and all commitments to acquire

Applicant’s debt securities are

terminated, unless all creditors consent

in advance and in writing to such

modification or amendment. No

modification of or amendment to the

Support Agreement relating to the four

provisions set forth in condition 1,

above, (other than to increase the

required level of Applicant’s positive

tangible net worth) shall be made

unless: (i) All creditors consent in

advance and in writing to such

modification or amendment and (ii)

Applicant applies to the Commission for

an amended order relating to such

modification or amendment, and the

Commission grants such amended

order. The Support Agreement may be

terminated only after (1) all debt

securities issued by Applicant are

irrevocably paid in full and all

commitments to acquire Applicant’s

debt securities are terminated and (2)

Applicant applies to the Commission for

an amended order relating to such

termination, and the Commission grants

such amended order.

3. If Applicant initiates a non-public

or public offering of securities, it will

consist of short-term, intermediate-term

or long-term debt securities to be offered

and sold either in transactions exempt

from the registration requirements of the

1933 Act or in public offerings of

securities registered under the 1933 Act.

No future public offering will involve

voting securities of Applicant.

4. In the case of an offering of debt

securities not requiring registration

under the 1933 Act, Applicant will

provide each offeree with disclosure

materials that will include a description

of the business of AWW and its

subsidiaries and other data of the

character customarily supplied in such

offerings, or will otherwise comply with

the disclosure requirements of

Regulation D under the 1933 Act. In the

event of a subsequent offering, these

materials will be updated at the time

thereof (by supplementing the

disclosure materials or by incorporating

by reference filings under the Securities

Exchange Act of 1934) to reflect material

changes in the financial condition of

AWW and its subsidiaries, taken as a

whole.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 00–26798 Filed 10–18–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–24686; 812–12178]

The Latin American Investment Fund,

Inc., et al.; Notice of Application

October 12, 2000.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of application under

section 17(b) of the Investment

Company Act of 1940 (the ‘‘Act’’) for an

exemption from section 17(a) of the Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit the Latin

America Equity Fund, Inc. (‘‘LAQ’’) to

merge into the Latin America

Investment Fund, Inc. (‘‘LAM’’).

Because of certain affiliations,

applicants may not rely on rule 17a–8

under the Act.

Applicants: LAM, LAQ, and Credit

Suisse Asset Management, LLC

(‘‘CSAM’’).

Filing Dates: The application was

filed on July 17, 2000 and amended on

August 14, 2000 and October 12, 2000.

Hearing or Notification of Hearing: An

order granting the requested relief will

be issued unless the Commission orders

a hearing. Interested persons may

request a hearing by writing to the

Commission’s Secretary and serving

applicants with a copy of the request,

personally or by mail. Hearing requests

should be received by the Commission

by 5:30 p.m. on November 2, 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

Commission’s Secretary.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 Fifth Street,

NW., Washington, DC 20549–0609.

Applicants, 466 Lexington Avenue, New

York, New York, 10017.

FOR FURTHER INFORMATION CONTACT: Julia

Kim Gilmer, Senior Counsel, at (202)

942–0528, or Michael W. Mundt,

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

Commission’s Public Reference Branch,

450 Fifth Street, NW, Washington, DC

20549–0102 (tel. 202–942–8090).

Applicants’ Representations

1. LAM and LAQ (each, a ‘‘Fund,’’

and collectively, the ‘‘Funds’’) are

Maryland corporations registered under

the Act as closed-end management

investment companies. CSAM, an

indirect wholly-owned subsidiary of

Credit Suisse Group, is registered as an

investment adviser under the

Investment Advisers Act of 1940 and

serves as investment adviser to the

Funds. As of June 7, 2000, the President

and Fellows of Harvard College

(‘‘Harvard’’) owned more than 5% of the

outstanding voting securities of each of

the Funds.

2. On July 24, 2000, the Board of

Directors of both Funds, including the

directors who are not ‘‘interested

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

of the Act (‘‘Disinterested Directors’’),

unanimously approved a Merger

Agreement and Plan of Reorganization

(the ‘‘Plan’’) between the Funds. Under

the Plan, LAQ will merge into LAM, and

LAM will succeed to all of the assets

and liabilities of LAQ by operation of

Maryland state law (the ‘‘Merger’’). Each

share of common stock of LAQ will be

converted into an equivalent dollar

amount of full shares of common stock

of LAM, based on the net asset value per

share of each Fund calculated at 4:00

p.m. on the business day preceding the

effective date of the Merger. LAM will

purchase any interests that would result

in fractional shares at the proportionate

amount of the current net asset value of

the shares and remit the cash proceeds

to former LAQ shareholders. The value

of the assets of the Funds will be

determined in accordance with the

valuation procedures set forth in LAM’s

registration statement, which are the

same as LAQ’s valuation procedures.

Applicants state that the application of

LAM’s valuation procedures to LAQ’s

assets and liabilities was approved by

the Board of Directors of each Fund and

will not result in any difference in the

Federal Register / Vol. 65, No. 203 / Thursday, October 19, 2000 / Notices 62773

valuation that would have resulted from

the application of LAQ’s valuation

procedures. After consummation of the

Merger, LAQ will terminate its

registration under the Act. No sales

charge or fee of any kind will be charged

to LAQ shareholders in connection with

their receipt of common stock of LAM

in the Merger.

3. Applicants state that each Fund

seeks long-term capital appreciation as

its objective. LAQ seeks to meet that

objective by investing primarily in Latin

American equity securities, and LAM

seeks to meet the same objective by

investing primarily in Latin American

debt and equity securities. After the

Merger, LAM will adopt LAQ’s

investment objectives and policies.

4. The Board of Directors of each

Fund, including the Disinterested

Directors, determined that the Merger is

in the best interest of each Fund, and

that the interests of the existing

shareholders of each Fund would not be

diluted by the Merger. In assessing the

Merger, each Board considered various

factors, including: (a) The possibility

that LAM would have a lower operating

expense ratio than either Fund prior to

the Merger; (b) the possible benefits in

portfolio management with a larger asset

base; (c) the terms and conditions of the

Merger; (d) the compatibility of each

Fund’s investment objective, policies

and restrictions; (e) the tax-free nature

of the Merger; and (f) the anticipated

expenses of the Merger. The expenses of

the Merger will be allocated equally

between the Funds, as determined by

the Board of Directors of each Fund.

5. The Merger is subject to a number

of conditions, including that: (a) The

shareholders of the Funds approve the

Merger; (b) LAQ declares and distributes

to its shareholders all of its net

investment company taxable income

through dividends and substantially all

of its net capital gain; (c) the

Commission grants the requested

exemptive relief; and (d) the Funds

receive an opinion of counsel that the

Merger will be tax-free. The Plan may be

terminated at any time prior to the

effective date of the Merger by mutual

agreement of each Fund’s Board of

Directors or by either Fund if the other

has violated a condition of the Plan.

Applicants agree not to make any

material changes to the Plan without

prior Commission approval.

6. A registration statement on Form

N–14 containing a combined proxy

statement/prospectus was filed with the

Commission on August 1, 2000, and was

declared effective on September 1, 2000.

Applicants mailed the proxy statement/

prospectus to the shareholders of each

Fund on or about September 7, 2000.

The Plan was approved by the

shareholders of each Fund at a meeting

held on October 10, 2000. The Merger

is expected to take place promptly after

the requested relief is granted.

Applicants’ Legal Analysis

1. Section 17(a) of the Act provides

that it is unlawful for any affiliated

person of a registered investment

company, or an affiliated person of such

a person, acting as principal, knowingly

to sell any security to or knowingly to

purchase any security from that

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 outstanding voting

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.

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 because

Harvard owns more than 5% of the

outstanding voting securities of each

Fund, and therefore the Funds may be

deemed affiliated persons of an

affiliated person for a reason not set

forth in the rule.

3. Section 17(b) of the Act provides

that the Commission 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 or received, 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) to the extent

necessary to effect the Merger.

Applicants submit that the terms of the

Merger satisfy the standards of section

17(b) of the Act. Applicants also state

that the Board of Directors of each Fund,

including the Disinterested Directors,

determined that the participation of

each Fund in the Merger is in the best

interests of each Fund and that the

interests of the existing shareholders of

each Fund will not be diluted as a result

of the Merger. In addition, applicants

state that the Merger will be based on

the Funds’ relative net asset values.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 00–26800 Filed 10–18–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–24688; File No. 812–11834]

American Skandia Life Assurance

Corporation, et al; Notice of

Application

October 13, 2000.

AGENCY: The Securities and Exchange

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

ACTION: Notice of application for an

order pursuant to Section 26(b) of the

Investment Company Act of 1940

(‘‘1940 Act’’) approving certain

substitutions of securities, and pursuant

to Sections 17(b) and 6(c) of the 1940

Act exempting related transactions from

17(a) of the 1940 Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit certain

registered unit investment trusts to

substitute shares of certain registered

open-end investment companies for

shares of certain registered investment

companies currently held by those unit

investment trusts, and to permit certain

in-kind redemptions of portfolio

securities in connection with the

substitutions.

Applicants: American Skandia Life

Assurance Corporation (‘‘ASLAC’’ or the

‘‘Company’’), American Skandia Life

Assurance Corporation Variable

Account B (Class 1) (‘‘Account B–1’’),

American Skandia Life Assurance

Corporation Variable Account B (Class

2) (‘‘Account B–2’’), American Skandia

Life Assurance Corporation Variable

Account B (Class 3) (‘‘Account B–3’’,

together with Account B–1 and Account

B–2, ‘‘Account B’’), American Skandia

Variable Account F (‘‘Account F’’ and

together with Account B, the ‘‘Separate

Account’’), and American Skandia

Marketing, Incorporated (‘‘ASM’’)

(collectively, ‘‘Applicants’’).