Federal Register / Vol. 62, No. 54 / Thursday, March 20, 1997 / Notices 13409

1Rule 17a–8 provides an exemption from section

17(a) for certain reorganizations among registered

investment companies that may be affiliated

persons, or affiliated persons of an affiliated person,

solely by reason of having a common investment

adviser, common directors, and/or common

officers.

under a Contract invested in any one of

the affected subaccounts to another

subaccount(s) until 30 days after the

substitution without that transfer

counting as one of a limited number of

transfers permitted in a Contract year

free of charge.

Applicants’ Legal Analysis

1. Section 26(b) of the 1940 Act

requires the depositor of a registered

unit investment trust holding the

securities of a single issuer to obtain

Commission approval before

substituting the securities held by the

trust. Specifically, Section 26(b) states:

It shall be unlawful or any depositor or

trustee of a registered unit investment trust

holding the security of a single issuer to

substitute another security for such security

unless the Commission shall have approved

such substitution. The Commission shall

issue an order approving such substitution if

the evidence establishes that it is consistent

with the protection of investors and the

purposes fairly intended by the policy and

provisions of this title.

2. Applicants state that the Proposed

Substitution appears to involve a

substitution of securities within the

meaning of Section 26(b) of the 1940

Act and request that the Commission

issue an order pursuant to Section 26(b)

of the 1940 Act approving the Proposed

Substitution.

3. The Contracts all provide to

Citicorp Life or First Citicorp Life the

right, subject to Commission approval,

to substitute shares of another open-end

management investment company for

shares of an open-end management

investment company held by a

subaccount of the relevant Account.

Applicants assert that the prospectuses

for the Contracts and the Accounts

contain appropriate disclosure of this

right.

4. The Proposed Substitution would

effectively consolidate the assets of each

Substitute Fund with those of the

corresponding Removed Fund resulting,

in all cases, in a fund with lower future

expense ratios than the past expense

ratios of the Removed Fund.

Each of the Substitute Funds is

substantially larger than the Removed

Fund that is would replace. Each

Substitute Fund has also had more

favorable expense ratios over the last

two years than the Removed Fund it

would replace. Moreover, as of January

31, 1997, the Removed Funds were no

longer available or new investment, and

most likely will experience the net

redemption of their shares. Applicants

assert that, therefore, it is highly likely

that in the near future each Removed

Fund’s asset base will decrease and,

accordingly, each Removed Fund’s

expense ratio will increase.

5. Each Substitute Fund has

performed favorably over the past two

years and since its inception in

comparison to the Removed Fund that

it would replace. Applicants therefore

anticipate that, after the Proposed

Substitution, the Substitute Funds will

provide Contract owners with more

favorable or comparable overall

investment results than would be the

case if the Proposed Substitution do not

take place.

6. Each of the Substitute Funds is a

suitable and appropriate investment

vehicle for Contract owners. Each of the

Substitute Funds has substantially

identical investment objectives to the

Removed Fund that it would replace.

7. Applicants generally submit that

the Proposed Substitution meet the

standards that the Commission and its

staff have applied to substitutions that

have been approved in the past.

Conclusion

Applicants submit that, for the

reasons summarized above, the

Proposed Substitution are 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.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–7044 Filed 3–19–97; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

22565; 811–8156]

The Global Privatization Fund, Inc.;

Notice of Application

March 14, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

order under the Investment Company

Act of 1940 (the ‘‘Act’’).

APPLICANT: The Global Privatization

Fund, Inc.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

seeks an order declaring that it has

ceased to be an investment company.

FILING DATES: The application was filed

on July 26, 1996 and was amended on

February 6, 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 applicant with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

April 8, 1997, and should be

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 writer’s interest, the reason for the

request, and the issues contested.

Persons may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

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

Applicant, 1345 Avenue of the

Americas, New York, New York 10105.

FOR FURTHER INFORMATION CONTACT:

Elaine M. Boggs, Senior Counsel, at

(202) 942–0572 (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 from the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Applicant is a closed-end

management investment company that

is organized as a corporation under the

laws of Maryland. Applicant registered

under the Act and filed a registration

statement on Form N–2 on November

16, 1993. Applicant’s registration

statement was declared effective on

February 18, 1994, and applicant

commenced a public offering of its

shares shortly thereafter.

2. On June 27, 1995, applicant’s board

of directors considered and approved a

sale of substantially all of the assets and

liabilities of applicant to the Alliance

Worldwide Privatization Fund, Inc. (the

‘‘Acquiring Fund’’), a registered openend investment company. The board of

directors made the findings required by

rule 17a–8 under the Act, i.e., that the

reorganization was in the best interest of

applicant and that there would be no

dilution, by virtue of the proposed

exchange, in the value of shares held at

that time by applicant’s shareholders.1

In determining that applicant should

enter into the reorganization, the

directors considered, among other

things, the investment objectives and

policies of applicant and the Acquiring

Fund.
13410 Federal Register / Vol. 62, No. 54 / Thursday, March 20, 1997 / Notices

3. On July 31, 1995, a proxy statement

was filed with the SEC and applicant

mailed proxy materials to its

shareholders approximately a month

later. On October 10, 1995, applicant’s

shareholders approved the

reorganization.

4. On October 27, 1995, applicant

transferred its assets and liabilities to

the Acquiring Fund in exchange for

shares of the Acquiring Fund on the

basis of the relative net asset values per

share of applicant and the Acquiring

Fund. Applicant’s net asset on October

27, 1995, equaled $1,057,273,286, or

$14.06 per share. The shares of the

Acquiring Fund received by applicant

were distributed to applicant’s

shareholders based on the relative net

asset values per share of the two funds.

No brokerage fees were paid in

connection with the reorganization.

5. Expenses of approximately

$500,000 incurred in connection with

the reorganization were paid by

applicant. The expenses consisted of

legal fees of approximately $331,000,

printing costs of approximately

$150,000, taxes of approximately

$7,000, accounting costs of

approximately $5,000, and

miscellaneous costs of approximately

$7,000. Applicant states that legal and

printing costs similar to those actually

incurred would have been borne by

applicant had the reorganization not

occurred as applicant had a policy that,

under prevailing market conditions,

likely would have required applicant to

make a tender offer for some or all of its

shares.

6. Applicant states that subsequent to

the filing of the Form N–8F, it will file

articles of dissolution with the State of

Maryland to terminate applicant’s legal

existence.

7. There are no securityholders to

whom distributions in complete

liquidation of their interests have not

been made. Applicant has retained no

assets. Applicant has no debts or other

liabilities that remain outstanding.

Applicant is not a party to any litigation

or administrative proceeding.

8. 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.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–7049 Filed 3–19–97; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Hungarian Teleconstruct

Corp., Common Stock, $.001 Par

Value) File No. 1–12000

March 14, 1997.

Hungarian Teleconstruct Corp.

(‘‘Company’’) has filed an application

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange Act of 1934 (‘‘Act’’) and Rule

12d2–2(d) promulgated thereunder, to

withdraw the above specified security

(‘‘Security’’) from listing and

registration on the Boston Stock

Exchange, Inc. (‘‘BSE’’).

The reason alleged in the application

for withdrawing the Security from

listing and registration include the

following:

The Company has been listed on the

NASDAQ SmallCap Market since July

29, 1993. The Company cannot justify

the expense of being listed on two

exchanges, NASDAQ and the BSE, and

thereby wishes to withdraw from the

BSE.

Any interested person may, on or

before April 4, 1997, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

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

bearing upon whether the application

has been made in accordance with the

rules of the exchanges and what terms,

if any, should be imposed by the

Commission for the protection of

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegate

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–7052 Filed 3–19–97; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration (Natural Alternatives

International, Inc., Common Stock, $.01

Par Value) File No. 1–11548

March 14, 1997.

Natural Alternatives International,

Inc. (‘‘Company’’) has filed an

application with the Securities and

Exchange Commission (‘‘Commission’’),

pursuant to Section 12(d) of the

Securities Exchange Act of 1934 (‘‘Act’’)

and Rule 12d2–2(d) promulgated

thereunder, to withdraw the above

specified security (‘‘Security’’) from

listing and registration on the American

Stock Exchange, Inc. (‘‘Amex’’).

The reasons alleged in the application

for withdrawing the Security from

listing and registration include the

following:

According to the Company, the Board

of Directors (the ‘‘Board’’) unanimously

approved a resolution on September 20,

1996 to withdraw the Security from

listing on the Amex and, instead, to list

such Security on the National

Association of Securities Dealers

Automated Quotation National Market

System (‘‘Nasdaq/NMS’’). The decision

of the Board on this matter followed a

lengthy study of the matter, and was

based upon the belief that the listing of

the Security on the Nasdaq/NMS will be

more beneficial to its stockholders than

the present listing on the Amex because

the services and accessibility of the

Nasdaq stock market to the

Corporation’s present shareholders and

future investors is a more effective and

efficient marketplace for such

shareholders and future investors.

Any interested person may, on or

before April 4, 1997, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

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

bearing upon whether the application

has been made in accordance with the

rules of the exchange and what terms,

if any, should be imposed by the

Commission for the protection of

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–7053 Filed 3–19–97; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

22561; 812–10282]

The Park Avenue Portfolio, et al.;

Notice of Application

March 13, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for an

Order under the Investment Company

Act of 1940 (the ‘‘Act’’).