6420 Federal Register / Vol. 65, No. 27 / Wednesday, February 9, 2000 / Notices

production in the Mid-continent basin.

Approximately 2% of Indiana Gas’s gas supplies are

accessed through the Chicago market hub giving

supply choice from the western Canadian Basin,

Michigan production basin or the Mid-continent

basin.

4Under the order of the IURC, accounting records

and financial reports are maintained and presented

on a consolidated basis.

1The following Investment companies are

registered under the act as closed-end companies:

The Argentina Fund, Inc.; The Brazil Fund, Inc.;

The Korea Fund, Inc.; Scudder Global High Income

Fund, Inc.; and Scudder New Asia Fund, Inc. The

other Investment Companies are registered under

the Act as open-end companies.

2Applicants also request relief for all other

existing or future registered investment companies

and series thereof that are advised by SKI and all

other trusts or other entities excluded from the

definition of ‘‘investment company’’ under section

3(c)(1), 3(c)(7) or 3(c)(11) of the Act now existing

or hereafter established for which SKI acts as

trustee or investment adviser. All Funds that

currently intend to rely on the relief have been

named as applicants, and any other existing or

future Fund that relies on the relief will comply

with the terms and conditions of the application.

nine months ended September 30, 1999,

Indiana Gas had operating revenues of

approximately $419,061,000 and net

income of approximately $31,377,000.

Indiana Gas is also a holding

company because it owns all of the

voting securities of Richmond Gas

Corporation (‘‘Richmond Gas’’) and

Terre Haute Gas Corporation (‘Terre

Haute’’), both public-utility companies.

While Richmond Gas and Terre Haute

technically exist as separate corporate

entities, in accordance with an order

issued by the Indiana Utility Regulatory

Commission (‘‘IURC’’), Indiana Gas,

Richmond Gas and Terre Haute have

combined their operations for all

purposes and are transacting business

under the name of ‘‘Indiana Gas

Company, Inc.’’ 4

The non-utility subsidiaries of

Indiana Energy include: (1) IEI Services,

LLC, which provides support services to

Indiana Energy and its subsidiaries; (2)

IEI Capital Corp., which was formed to

carry out the financing activities of

Indiana Energy; and (3) IEI Investments,

Inc., which was formed to separate the

non-regulated businesses and

investments of Indiana Energy.

Vectren states that the merger will

create a company that is better

positioned to compete in the energy

industry and expects the long-term

value to shareholders to be enhanced

while providing customers with reliable

service at more stable and competitive

prices.

For the Commission by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–2878 Filed 2–8–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24276; 812–11458]

Scudder Global Fund, Inc., et al.;

Notice of Application

February 3, 2000.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of an application for an

order under section 12(d)(1)(J) of the

Investment Company Act of 1940

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

12(d)(1)(A) and (B) of the Act, under

sections 6(c) and 17(b) of the Act for an

exemption from section 17(a) of the Act

and under section 17(d) of the Act and

rule 17d–1 under the Act to permit

certain joint transactions.

SUMMARY OF APPLICATION: Applicants

request an order to permit certain

registered management investment

companies and certain entities that are

excluded from the definition of

investment company by section 3(c)(1),

3(c)(7) or 3(c)(11) of the Act to invest

uninvested cash in (a) affiliated money

market funds and/or short-term bond

funds or (b) one or more affiliated

entities that operate as cash

management investment vehicles and

that are excluded from the definition of

investment company by section 3(c)(1)

or 3(c)(7) of the Act.

APPLICANTS: Scudder Global Fund, Inc.,

Scudder International Fund, Scudder

New Asia Fund, Inc., Scudder Global

High Income Fund, Inc., The Argentina

Fund, Inc., The Brazil Fund, Inc., The

Korea Fund, Inc., The Japan Fund, Inc.,

Scudder California Tax Free Trust,

Scudder Cash Investment Trust,

Scudder Fund, Inc., Scudder Funds

Trust, Scudder GNOME Fund, Scudder

Investment Trust, Scudder Municipal

Trust, Scudder Mutual Funds, Inc.,

Scudder Pathway Series, Scudder

Portfolio Trust, Scudder Securities

Trust, Scudder State Tax Free Trust,

Scudder Tax Free Money Fund, Scudder

Tax Free Trust, Scudder US Treasury

Money Fund, Scudder Variable Life

Investment Fund, CARP Growth Trust,

CARP Income Trust, CARP Managed

Investment Portfolios Trust, CARP Tax

Free Income Trust, CARP Cash

Investment Funds, Kemper Equity

Trust, Kemper Global/International

Series, Inc., Kemper Securities Trust,

Kemper Europe Fund, Investor Fund

Series (collectively, the ‘‘Investment

Companies’’), Scudder Cash

Management Investment Trust

(‘‘SCMIT’’) (together with the

Investment Companies, the ‘‘Funds’’),

Scudder Trust Company (‘‘STC’’), and

Scudder Kemper Investments, Inc.

(‘‘SKI’’).

FILING DATES: The application was filed

on January 8, 1999. Applicants have

agreed to file an amendment during the

notice period, the substance of which is

reflected in this notice.

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

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 February 28, 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, Commission, 450

Fifth Street, NW, Washington, DC

20549–0609. Applicants, c/o Philip H.

Newsman, Esq., Goodwill, Proctor & Oar

LPL, Exchange Place, Boston, MA

02109.

FOR FURTHER INFORMATION CONTACT:

Lawrence W. Pisto, Senior Counsel, at

(202) 942–0527, or George J. Zornada,

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

Commission’s Public Reference Branch,

450 Fifth Street, NW, Washington, DC

20549–0102 (tel. (202) 942–8090).

Applicants’ Representations

1. Each Investment Company is

organized as a Massachusetts business

trust or a Maryland corporation and is

registered under the Act as a

management investment company.1

SCMIT is a New Hampshire investment

trust that is relying on section 3(c)(1) of

the Act. STC, a New Hampshire banking

corporation, is the trustee of SCMIT and

is controlled by SKI. SKI is registered

under the Investment Advisers Act of

1940 and serves as the investment

adviser to the Funds (SKI and all

entities controlling, controlled by, or

under common control with SKI,

collectively, ‘‘SKI’’).2

Federal Register / Vol. 65, No. 27 / Wednesday, February 9, 2000 / Notices 6421

3Certain of the applicants also have received an

order under section 17(d) and rule 17d–1 under the

Act which permits them to establish one or more

joint trading accounts for purposes of engaging in

joint repurchase agreement transactions. Scudder

Global Fund, Inc. et al., Investment Company Act

Release Nos. 10828 (October 7, 1998) (order) and

23525 (November 5, 1998) (order).

4SCMIT is the only currently existing NonRegistered Central Fund.

2. Each Investment Company that is

not a money market fund (a ‘‘Registered

Participating Fund’’) has, or may be

expected to have, cash balances that

have not been invested in portfolio

securities (‘‘Uninvested Cash’’).

Uninvested Cash may result from a

variety of sources, including dividends

or interest received from portfolio

securities, unsettled securities

transactions, reserves held for

investment strategy purposes, scheduled

maturity of investments, liquidation of

investment securities to meet

anticipated redemptions’s and dividend

payments, and new cash received from

investors. Currently, the Participating

Funds can invest Uninvested Cash

directly in money market instruments or

other short-term debt obligations.3

Applicants state that certain other

entities that are excluded from the

definition of investment company

pursuant to section 3(c)(1), 3(c)(7) or

3(c)(11) of the Act for which SKI acts as

trustee or investment adviser (the

‘‘Private Participating Funds’’) also may

have uninvested cash.

3. Applicants request an order to

permit: (i) Registered Participating

Funds and Private Participating Funds

(collectively, ‘‘Participating Funds’’) to

use their Uninvested Cash to purchase

shares of one or more of the Investment

Companies that are money market funds

or short-term bond funds (the

‘‘Registered Central Funds’’) and shares

of SCMIT or one or more future entities

for which SKI acts as trustee or

investment adviser that operate as cash

management investment vehicles and

that are excluded from the definition of

investment company pursuant to

section 3(c)(1) or 3(c)(7) of the Act (the

‘‘Private Central Funds’’) (the Registered

Central Funds and the Private Central

Funds, collectively, the ‘‘Central

Funds’’); 4 (ii) the Central Funds to sell

their shares to and purchase (redeem)

such shares from the Participating

Funds; (iii) certain of the Participating

Funds and Central Funds to engage in

Interfund purchase and sale transactions

(‘‘Interfund Transactions’’); and (iv) SKI

to effect the above transactions.

4. The investment by each Registered

Participating Fund in shares of the

Central Funds will be in accordance

with that Registered Participating

Fund’s investment policies and

restrictions as set forth in its registration

statement. Certain of the Registered

Central Funds are or will be taxable or

tax-exempt money market funds that

comply with rule 2a–7 under the Act.

The other Registered Central Funds are

or will be short-term bond funds that

invest in fixed-income securities and

maintain a dollar weighted average

maturity of three years or less. The

Private Central Funds will comply with

rule 2a–7 under the Act.

Applicant’s Legal Analysis

I. Investment of Uninvested Cash by the

Participating Funds in the Central

Funds

A. Section 12(d)(1)

1. Section 12(d)(1)(A) of the Act

provides that an investment company

may not acquire securities of a

registered investment company if such

securities represent more than 3% of the

acquired company’s outstanding voting

stock, more than 5% of the acquiring

company’s total assets, or if such

securities, together with the securities of

other acquired investment companies,

represent more than 10% of the

acquiring company’s assets. Section

12(d)(1)(B) provides that no registered

open-end investment company may sell

its securities to another investment

company if the sale will cause the

acquiring company to own more than

3% of the acquired company’s voting

stock, or if the sale will cause more than

10% of the acquired company’s voting

stock to be owned by investment

companies. Any entity that is excluded

from the definition of investment

company under section 3(c)(1) or 3(c)(7)

of the Act is deemed to be an

investment company for the purposes of

the 3% limitations specified in section

12(d)(1)(A) and (B) with respect to

purchases by and sales to such

company.

2. Section 12(d)(1)(J) of the Act

provides that the Commission may

exempt any persons or transactions from

any provision of section 12(d)(1) to the

extent that the exemption is consistent

with the public interest and the

protection of investors. Applicants

request an order under section

12(d)(1)(J) of the Act to permit the

Participating Funds to purchase shares

of the Registered Central Funds in

excess of the limits of section

12(d)(1)(A) and the Registered Central

Funds to sell their shares to the

Participating Funds in excess of the

limits of section 12(d)(1)(B).

3. Applicants maintain that the

proposed arrangement will not result in

the abuses that sections 12(d)(1)(A) and

(B) were intended to address.

Applicants state that each of the

Registered Central Funds will be

managed specifically to maintain a

highly liquid portfolio, and access to

them will enhance each Participating

Fund’s ability to manage Uninvested

Cash. Applicants state that there will

not be an inappropriate layering of fees

because shares of the Registered Central

Funds sold to or redeemed by the

Participating Funds will not be subject

to a sales charge load, redemption fee,

asset-based distribution fee under a plan

adopted in accordance with rule 12b–1

under the Act, or a service fee. In

addition, if SKI collects a fee from

Registered Central Fund for acting as its

investment adviser with respect to

assets invested by a Registered

Participating Fund, when approving an

investment advisory contract under

section 15 of the Act, the Board of the

Registered Participating Fund will

consider to what extent the advisory

fees paid by the Registered Participating

Fund to SKI should be reduced to

account for the reduced services

provided to the Registered Participating

Fund as a result of Uninvested Cash

being invested in the Registered Central

Fund. Each Registered Participating

Fund also will invest Uninvested Cash

in Central Funds only to the extent that

the Registered Participating Fund’s

aggregate investment in the Central

Funds does not exceed 25% of its total

assets in shares of the Central Funds.

Applicants also state that no Central

Fund will acquire securities of any

investment company in excess of the

limits of section 12(d)(1)(A).

B. Section 17(a)

1. Sections 17(a)(1) and (2) of the Act

make it unlawful for any affiliated

person of a registered investment

company, or an affiliated person of the

affiliated person, acting as principal, to

sell or purchase any security to or from

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

defines an ‘‘affiliated person’’ of another

person to include 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; any person

directly or indirectly controlling,

controlled by, or under common control

with the other person; and, in the case

of an investment company, its

investment adviser.

2. Because SKI serves as, or will serve

as, each Fund’s investment adviser or

trustee exercising investment discretion,

the Funds may be deemed to be under

common control and therefore affiliated

persons, or affiliated persons of an

affiliated person, of each other. In

6422 Federal Register / Vol. 65, No. 27 / Wednesday, February 9, 2000 / Notices

addition, certain Investment Companies

could be deemed to be under common

control by virtue of the fact that they

share a common board of directors or

trustees (‘‘Board’’). In addition, if a

Participating Fund purchases more than

5% of the voting securities of a Central

Fund, the Participating and Central

Funds would be affiliated persons of

each other. Accordingly, applicants

state that the sale and redemption of

shares of the Central Funds by the

Registered Participating Funds may be

prohibited by section 17(a)(1) and (a)(2).

3. Section 17(b) of the Act authorizes

the Commission to exempt a transaction

from section 17(a) of the Act if 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 the proposed

transaction is consistent with the policy

of each investment company concerned

and the general purposes of the Act.

Section 6(c) of the Act authorizes the

Commission to exempt persons or

transactions, or classes of persons or

transactions, from the provisions of the

Act to the extent that such exemptions

are appropriate in the public interest

and consistent with the protection of

investors and the purposes fairly

intended by the policies and provisions

of the Act.

4. Applicants request an order under

sections 6(c) and 17(b) of the Act to

permit the Registered Participating

Funds to purchase and redeem shares of

the Central Funds. Applicants state that

the proposed transactions satisfy the

standards of sections 6(c) and 17(b) of

the Act. Applicants state that the

consideration paid and received on the

sale and redemption of shares of the

Central Funds will be based on the net

asset value per share of the Central

Funds. Applicants also state that the

Participating Funds will retain their

ability to invest their Uninvested Cash

directly in money market instruments

and other short term obligations if they

believe they can obtain a higher rate of

return or for any other reason. Each of

the Central Funds also reserves the right

to discontinue selling shares to any of

the Participating Funds if the Central

Fund’s Board determines that the sales

would adversely affect the Central

Fund’s management and operations. In

addition, applicants state that the

investment of assets of the Registered

Participating Funds in shares of the

Central Funds, and the issuance of

shares of the Central Funds, will be

effected in accordance with each

Registered Participating Fund’s

investment guidelines and will be

consistent with each Registered

Participating Fund’s policies as set forth

in its registration statement. Applicants

also state that the Non-Registered

Central Funds will comply with the

provisions of the Act relating to

prohibitions on affiliated transactions,

leveraging, the issuance of senior

securities, and rights of redemption.

C. Section 17(d) and Rule 17d–1

1. Section 17(d) of the Act and rule

17d–1 under the Act generally prohibit

an affiliated person of a registered

investment company, acting as

principal, from participating in or

effecting any transaction in connection

with any joint enterprise or joint

arrangement in which the investment

company participates unless the

Commission has approved the joint

arrangement by an order. Applicants

state that the Participating Funds and

Central Funds, by participating in the

proposed transactions, and SKI, by

effecting the proposed transactions,

could be deemed to be participants in a

joint enterprise for the purposes of

section 17(d) of the Act and rule 17d–

1 under the Act.

2. In passing on applications for

orders under section 17(d), rule 17d–1

requires that the Commission consider

whether an investment company’s

participation in a joint enterprise or

joint arrangement is consistent with the

provisions, policies, and purposes of the

Act, and the extent to which such

participation is on a basis different from

or less advantageous than that of other

participants. Applicants state that, for

the reasons discussed above, the

proposed transactions meet the

standards for an order under rule 17d–

1.

II. Interfund Transactions

1. Applicants state that they currently

rely on rule 17a–7 under the Act to

conduct Interfund Transactions. Rule

17a–7 under the Act excepts from the

prohibitions of section 17(a) the

purchase or sale of certain securities

between registered investment

companies which are affiliated persons,

or affiliated persons of affiliated

persons, of each other or between a

registered investment company and a

person which is an affiliated person of

such company (or an affiliated person of

such person) solely by reason of having

a common investment adviser, common

officers, and/or common directors.

Applicants state that the Participating

Funds may become affiliated persons of

the Central Funds by virtue of a

Participating Fund owning 5% or more

of the outstanding voting securities of a

Central Fund. Thus, applicants state

that certain Funds may not be able to

rely on rule 17a–7 to effect Interfund

Transactions. The Interfund

Transactions for which relief is

requested are transactions between

Registered Participating Funds and

Private Central Funds and between

Private Participating Funds and

Registered Central Funds.

2. Applicants request an order under

sections 6(c) and 17(b) of the Act to

permit the Interfund Transactions.

Applicants state that the Funds will

comply with rule 17a–7 under the Act

in all respects, other than the

requirement that the registered

investment company and the affiliated

person thereof (or the affiliated person

of such person) be affiliated solely by

reason of having a common investment

adviser or investment advisers which

are affiliated persons of each other,

common officers, and/or common

directors, solely because a Participating

Fund and a Central Fund might become

affiliated persons within the meaning of

section 2(a)(3)(A) and (B) of the Act.

Applicants state that the additional

affiliation does not effect the other

protections provided by rule 17a–7,

including the integrity of the pricing

mechanism employed and oversight by

each Fund’s Board.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief will be

subject to the following conditions:

1. The shares of the Central Funds

sold to and redeemed from the

Participating Funds will not be subject

to a sales load, redemption fee, assetbased distribution fee under a plan

adopted in accordance with rule 12b–1

under the Act or service fee (as defined

in Section 2830(b)(9) of the Conduct

Rules of the National Association of

Securities Dealers, Inc.).

2. If SKI collects a fee from a Central

Fund for acting as its investment adviser

with respect to assets invested by a

Registered Participating Fund, before

the next meeting of the Board of the

Registered Participating Fund that

invests in the Central Funds is held for

the purpose of voting on an advisory

contract pursuant to section 15 of the

Act, SKI will provide the Board with

specific information regarding the

approximate cost to SKI for, or portion

of the advisory fee under the existing

advisory fee attributable to, managing

the assets of the Registered Participating

Fund that can be expected to be

invested in the Central Fund. Before

approving any advisory contract

pursuant to section 15 of the Act, the

Board of the Registered Participating

Fund, including a majority of the

directors or trustees who are not

Federal Register / Vol. 65, No. 27 / Wednesday, February 9, 2000 / Notices 6423

‘‘interested persons,’’ as defined in

section 2(a)(19) of the Act, shall

consider to what extent, if any, the

advisory fees charged to the Registered

Participating Fund by SKI should be

reduced to account for the reduced

services provided to the Registered

Participating Fund by SKI as result of

Uninvested Cash being invested in the

Central Fund. The minute books of the

Registered Participating Fund will fully

record the Board’s consideration in

approving the advisory contract,

including the fees referred to above.

3. Each of the Participating Funds will

invest Uninvested Cash in, and hold

shares of, the Central Funds only to the

extent that the Participating Fund’s

aggregate investment in the Central

Funds does not exceed 25% of the

Participating Fund’s total assets. For

purposes of this limitation, each

Participating Fund or series thereof will

be treated as a separate investment

company.

4. Investment in shares of the Central

Funds will be in accordance with each

Registered Participating Fund’s policies

as set forth in its prospectus and

statement of additional information.

5. Each Fund that may rely on the

order shall be advised by SKI or will

have SKI as its trustee.

6. No Central Fund shall acquire

securities of any other investment

company in excess of the limits

contained in section 12(d)(1)(A) of the

1940 Act.

7. The Private Central Funds will

comply with the requirements of

sections 17(a), (d), and (e), and 18 of the

Act as if the Private Central Funds were

registered open-end investment

companies. With respect to all

redemption requests made by a

Participating Fund, the Private Central

Funds will comply with section 22(e) of

the Act. SKI as sole trustee of each

Private Central Fund has or will adopt

procedures designed to ensure that each

Private Central Fund complies with

sections 17(a), (d), and (e), 18, and 22(e)

of the Act. SKI will also periodically

review and update as appropriate such

procedures and maintain books and

records describing the procedures, and

maintain the records required by rules

31a–1(b)(1), 31a–1(b)(2)(ii), and 31a–

1(b)(9) under the Act. All books and

records required to be made pursuant to

this condition will be maintained and

preserved for a period of not less than

six years from the end of the fiscal year

in which any transaction occurred, the

first two years in an easily accessible

place, and will be subject to

examination by the Commission and its

staff.

8. Each Private Central Fund will

comply with rule 2a–7 under the Act.

With respect to such Private Central

Fund, SKI will adopt and monitor the

procedures described in rule 2a–7(c)(7)

and will take such other actions as are

required to be taken under those

procedures. A Participating Fund may

only purchase shares of a Private

Central Fund if SKI determines on an

ongoing basis that the Fund is in

compliance with rule 2a–7. SKI will

preserve for a period not less than six

years from the date of determination,

the first two years in an easily accessible

place, a record of such determination

and the basis upon which the

determination was made. This record

will be subject to examination by the

Commission and its staff.

9. Each Participating Fund will

purchase and redeem shares of any

Private Central Fund as of the same time

and at the same price, and will receive

dividends and bear its proportionate

share of expenses on the same basis, as

other shareholders of such Private

Central Fund. A separate account will

be established in the shareholder

records of each Private Central Fund for

the account of each Participating Fund

that invests in such Private Central

Fund.

10. To engage in Interfund

Transactions, the Funds will comply

with rule 17a–7 under the Act in all

respects other than the requirement that

the parties to the transaction be

affiliated persons (or affiliated persons

of affiliated persons) of each other solely

by reason of having a common

investment adviser or investment

advisers which are affiliated persons of

each other, common officers, and/or

common directors solely because a

Participating Fund and a Central Fund

might become affiliated persons within

the meaning of section 2(a)(3)(A) and (B)

of the Act.

11. The net asset value per share with

respect to shares of a Private Central

Fund will be determined separately for

each Private Central Fund by dividing

the value of the assets belonging to that

Private Central Fund, less the liabilities

of that Private Central Fund, by the

number of shares outstanding with

respect to that Private Central Fund.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–2965 Filed 2–8–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24275; 812–11680]

Ark Funds, et al.; Notice of Application

February 2, 2000.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of an 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 THE APPLICATION:

Applicants request an order to permit a

pension plan to transfer its assets to

certain registered open-end management

investment companies in exchange for

shares of the companies.

APPLICANTS: ARK Funds, Allfirst

Financial Inc. Pension Plan (‘‘Allfirst

Plan’’), Allied Investment Advisers, Inc.

(‘‘AIA’’), Allfirst Trust Company, N.A.

(‘‘Allfirst Trust’’) and Allfirst Financial

Inc.

FILING DATES: The application was filed

on July 1, 1999. Applicants have agreed

to file an amendment to the application

during the notice period, the substance

of which is reflected in this notice.

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

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 February 24, 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, Commission, 450

Fifth Street, NW, Washington, DC

20549–0609. Applicants, c/o Alan C.

Porter, Esq., Piper Marbury Rudnick &

Wolfe LLP, 1200 Nineteenth Street, NW,

Washington, DC 20036–2412.

FOR FURTHER INFORMATION CONTACT:

Emerson S. Davis, Sr., Senior Counsel,

at (202) 942–0714, or George J. Zornada,

Branch Chief, at (202) 942–0564

(Division of Investment Management,

Office of Investment Company

Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the