Federal Register / Vol. 62, No. 8 / Monday, January 13, 1997 / Notices 1783

Nuclear Material Safety and Safeguards;

petitioner’s name and telephone

number; date petition was mailed; and

publication date and page number of

this Federal Register notice. A copy of

the petition should also be sent to the

Office of the General Counsel, U.S.

Nuclear Regulatory Commission,

Washington, DC 20555, as well as the

applicant’s legal counsel, Robin A.

Henderson, U.S. Department of Energy,

1000 Independence Avenue, SW., GC–

52, Washington, DC 20585; and Simon

S. Martin, U.S. Department of Energy,

Idaho Operations Office, 850 Energy

Drive, MS–1209, Idaho Falls, ID 83401.

Non-timely filings of petitions for

leave to intervene, amended petitions,

supplemental petitions, and/or requests

for hearing will not be entertained

absent a determination by the

Commission, the presiding officer, or

the presiding Atomic Safety and

Licensing Board that the petition and/or

request should be granted based upon a

balancing of the factors specified in 10

CFR 2.714(a)(1) (i)–(v) and 2.714(d).

For further details with respect to this

action, see the application dated

October 31, 1996, which is available for

public inspection at the Commission’s

Public Document Room, 2120 L Street,

NW., Washington, DC 20555. The

Commission’s license and safety

evaluation report, when issued, may be

inspected at this location. If the

Commission decides to establish a local

public document room in a community

near the proposed facility, an option

currently under consideration, the

license and safety evaluation report will

also be available at this location.

Dated at Rockville, Maryland, this 6th day

of January 1997.

For the U.S. Nuclear Regulatory

Commission.

Charles J. Haughney,

Acting Director, Spent Fuel Project Office,

Office of Nuclear Material Safety and

Safeguards.

[FR Doc. 97–719 Filed 1–10–97; 8:45 am]

BILLING CODE 7590–01–P

[Docket Nos. 50–255, 50–266, 50–301, 50–

313, 50–368, 72–5, 72–7, 72–13, 72–1007]

All Users of VSC–24 Dry Storage

Systems; Receipt of Petition for

Director’s Decision Under 10 CFR

2.206

Notice is hereby given that by a

Petition filed pursuant to 10 CFR 2.206,

on October 18, 1996, Eleanor Roemer,

Esq., for Lake Michigan Federation, and

Dr. Mary P. Sinclair, for Don’t Waste

Michigan, requested that the U.S.

Nuclear Regulatory Commission order

all users of Ventilated Storage Casks

(VSC–24s) to refrain from loading any

casks until the certificate of compliance

(COC), safety analysis report (SAR), and

safety evaluation report (SER) are

amended to include operating controls

and limits to prevent hazardous

conditions. Such conditions include the

generation of explosive gases, caused by

the interaction between the VSC

materials and the environments,

encountered during loading, storage,

and unloading.

Further, Petitioners claim the VSC–

24s should not be used until: (i) An

independent third-party review team

has examined the safety issues they

raise; (ii) the potential impacts of all

material aspects of the casks have been

fully assessed; (iii) there is experimental

verification of temperature calculations

and heat transfer assessments and other

design assumptions; (iv) the safety of

the material coatings on components

and structures has been justified; and (v)

the SAR, SER, and COC are amended to

include the necessary operating control

and limits to direct safe use of the VSC–

24.

The Petition has been referred to the

Office of Nuclear Material Safety and

Safeguards. As provided by 10 CFR

2.206, appropriate action will be taken

within a reasonable time. A copy of the

Petition is available for inspection at the

Commission’s Public Document Room

at 2120 L Street, NW., Washington, DC

20555.

Dated at Rockville, Maryland this 10th day

of December 1996.

For the Nuclear Regulatory Commission.

Carl J. Paperiello,

Director, Office of Nuclear Material Safety

and Safeguards.

[FR Doc. 97–717 Filed 1–10–97; 8:45 am]

BILLING CODE 7590–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22441; 812–10300]

The OFFITBANK Investment Fund, Inc.,

et al.; Notice of Application

January 6, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for an

Order under the Investment Company

Act of 1940 (the ‘‘Act’’).

APPLICANTS: The OFFITBANK

Investment Fund, Inc. (‘‘OFFITBANK

Fund’’), on behalf of OFFITBANK Total

Return Fund (‘‘TRF’’), and on behalf of

OFFITBANK High Yield Fund,

OFFITBANK Emerging Markets Fund,

OFFITBANK Latin America Total

Return Fund, OFFITBANK Investment

Grade Global Debt Fund, OFFITBANK

Global Convertible Fund, OFFITBANK

California Municipal Fund,

OFFITBANK New York Municipal

Fund, and OFFITBANK National

Municipal Fund, and any future series;

The OFFITBANK Variable Insurance

Fund, Inc. (‘‘OFFITBANK VIF’’), on

behalf of OFFITBANK VIF–Total Return

Fund (‘‘VTRF’’ and, together with TRF,

the ‘‘Parent Funds’’) and OFFITBANK

VIF–High Yield Fund, OFFITBANK

VIF–Emerging Markets Fund,

OFFITBANK VIF–U.S. Government

Securities Fund, OFFITBANK VIF–

Investment Grade Global Debt Fund,

OFFITBANK VIF–High Grade FixedIncome Fund, and OFFITBANK VIF–

Global Convertible Fund, and any future

series; each open-end management

investment company or series thereof to

be organized in the future and which is

advised by OFFITBANK (each such

company or series, other than TRF and

VTRF, an ‘‘Underlying Fund,’’ and

collectively, the ‘‘Underlying Funds’’);

and OFFITBANK (‘‘OFFITBANK’’).

RELEVANT ACT SECTIONS: Order requested

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

exempting applicants from section

12(d)(1) of the Act, and under sections

6(c) and 17(b) of the Act exempting

applicants from section 17(a) of the Act.

SUMMARY OF APPLICATION: The requested

order would permit each Parent Fund to

invest all or a portion of its assets in the

Underlying Funds in excess of the

percentage limitations of section 12(d)

(1).

FILING DATES: The application was filed

on August 16, 1996, and amended on

December 17, 1996.

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

January 31, 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 SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

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

Applicants: OFFITBANK Fund and

OFFITBANK VIF, 125 W. 55th Street,
1784 Federal Register / Vol. 62, No. 8 / Monday, January 13, 1997 / Notices

1Applicants state that OFFITBANK is a ‘‘bank,’’

as defined in section 202(a)(2) of the Investment

Advisers Act of 1940, and therefore is not required

to be, and is not, registered as an investment

adviser.

2Each Parent Fund that will make investments in

reliance on the proposed order will invest in other

investment companies only to the extent

contemplated by the requested relief.

3Pub. L. No. 104–290 (1996).

4Section 12(d)(1)(G) limits direct investing

outside of affiliated funds to certain government

securities and short-term instruments.

New York, N.Y. 10019; OFFITBANK,

520 Madison Avenue, New York, N.Y.

10022.

FOR FURTHER INFORMATION CONTACT:

Christine Y. Greenlees, Senior Counsel,

at (202) 942–0581, 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 from the SEC’s

Public Reference Branch.

Applicants’ Representations

1. OFFITBANK Fund and

OFFITBANK VIF are each Maryland

corporations that are registered under

the Act as open-end management

investment companies. OFFITBANK

Fund intends to establish TRF as a new

series. VTRF is an existing series of

OFFITBANK–VIF which has not yet

commenced investment operations.

OFFITBANK Fund is available to

institutional and retail investors, while

OFFITBANK–VIF is designed to serve as

a funding vehicle for variable annuity

contracts and variable life insurance

policies offered by certain participating

insurance companies.

2. OFFITBANK is a New York State

chartered trust company that currently

provides investment advisory services

to the Underlying Funds, and will serve

as investment adviser to the Parent

Funds.1 OFFITBANK’s principal

business is rendering discretionary

investment management services to high

net worth individuals and family

groups, foundations, endowments, and

corporations.

3. The Parent Funds are designed to

provide investors with one or more

diversified investment programs to meet

particular investment goals and risk

tolerances. The Parent Funds are

intended for persons who are able to

identify their long-term goals and risk

tolerances, but prefer to allow

OFFITBANK to decide which specific

funds to choose at any particular time

to seek to achieve these goals.

4. Each Parent Fund proposes to

invest all or a portion of its assets in

shares of the Underlying Funds, and,

therefore, to operate as a fund of funds.

Any assets that are not invested in the

Underlying Funds will be invested

directly in stocks, bonds, and other

instruments, including money market

instruments.2 Allocations of a Parent

Fund’s assets among Underlying Funds

will be made consistent with its

investment objective as described in the

applicable prospectus. The Underlying

Funds in which a Parent Fund may

invest also will be described in the

Parent Fund’s prospectus. To the extent

the identity of the Underlying Funds in

which a Parent Fund may invest

changes over time (such as through the

inclusion of new Underlying Funds),

shareholders and investors will receive

disclosure of such changes.

5. OFFITBANK anticipates charging

an advisory fee to each Parent Fund

with respect to that portion of the Parent

Fund’s assets invested directly in

stocks, bonds, and other instruments.

With respect to the portion of a Parent

Fund’s assets invested in the

Underlying Funds, OFFITBANK will

not charge any advisory fee to the Parent

Fund unless such fee is found to be

based upon services under an

investment advisory contract that are

additional to, rather than duplicative of,

services provided pursuant to any

Underlying Fund’s advisory contract.

Shareholder servicing costs, which

include transfer agency functions, and

mailing and printing of prospectuses,

shareholder reports and proxies to

existing shareholders, also will be borne

by investors at the Parent Fund level.

6. The Underlying Funds currently

are sold without front-end or contingent

deferred sales charges. Certain of the

Underlying Funds are subject to rule

12b–1 fees and shareholder servicing

fees. While it is currently anticipated

that the Parent Funds will be sold

without any front-end or contingent

deferred sales charges, and will not be

subject to any rule 12b–1 or shareholder

servicing fees, applicants serve the right

to impose sales charges and service fees

in the future with respect to any entities

subject to the requested order, as

permitted in condition 4 below, and any

other provisions or limitations of

applicable law.

Applicant’s Legal Analysis

A. Section 12(d)(1)

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

would prevent, in substance, each

Parent Fund from purchasing or

acquiring shares of any Underlying

Fund if immediately after such purchase

or acquisition it would own in the

aggregate: (a) more than 3% of the total

outstanding voting stock of the acquired

company; (b) securities issued by the

acquired company having an aggregate

value in excess of 5% of the value of the

total assets of the acquiring company; or

(c) securities issued by the acquired

company and all other investment

companies having an aggregate value in

excess of 10% of the value of the total

assets of the acquiring company. Section

12(d)(1)(B) of the Act would prevent, in

substance, each Underlying Fund from

selling its shares to its respective Parent

Fund if, immediately after such sale,

more than 3% of the total outstanding

voting stock of the Underlying Fund is

owned by the Parent Fund, or more than

10% of the total outstanding voting

stock of the Underlying Fund is owned

by the Parent Fund and other

investment companies.

2. In October 1996, the National

Securities Markets Improvement Act of

1996 (the ‘‘1996 Act’’) was adopted.3

Among other things, the 1996 Act

amended the Act by adding section

12(d)(1)(G), which exempts from the

limitations of section 12(d)(1) certain

‘‘fund of funds’’ structures that comply

with the conditions prescribed in

section 12(d)(1)(G). Applicants state

that, but for the fact that applicants

propose that the Parent Funds have the

flexibility to invest directly in stocks,

bonds, and other instruments, in

addition to investing in the Underlying

Funds, applicants would be able to rely

on the exemption now provided in the

Act.4

3. The 1996 Act also added section

12(d)(1)(J), which provides, in relevant

part, that the SEC may by order

conditionally or unconditionally

exempt any person, security, or

transaction from the limitations of

section 12(d)(1) if, and to the extent

that, such exemption is consistent with

the public interest and the protection of

investors. Applicants request an order

under section 12(d)(1)(J) exempting

them from section 12(d)(1) to permit

each Parent Fund to invest in any

Underlying Fund in excess of the

percentage limitations of that section.

4. Applicants state that section

12(d)(1) is intended to prevent

unregulated pyramiding of investment

companies, and the abuses which are

perceived to arise from such

pyramiding. Applicants note that, prior

to the enactment of section 12(d)(1),

there was concern that unregulated

pyramiding of investment companies

would provide, for those in control at

the top of the pyramid, an element of

power and domination over funds
Federal Register / Vol. 62, No. 8 / Monday, January 13, 1997 / Notices 1785

5Section 17(b) applies to specific proposed

transactions, rather than an ongoing series of future

transactions. See Keystone Custodian Funds, 21

S.E.C. 295, 298–99 (1945). Section 6(c) frequently

is used to grant relief from section 17(a) to permit

an ongoing series of future transactions.

further down in the pyramid. For

example, applicants note that a Parent

Fund might be able to influence,

without proper authority, the activities

of the persons operating an Underlying

Fund or the activities of the Fund itself.

Applicants state that, arguably, this

control could arise via a threat of largescale redemptions or the fact that an

acquired fund, faced with substantial

investment in its shares by an acquiring

fund, might feel constrained to manage

its assets in a manner different from the

fund’s normal practice in order to be

able to satisfy unexpected, disruptive,

large redemption requests.

5. Applicants believe that none of the

dangers that were of concern to

Congress in drafting section 12(d)(1) are

present in the proposed Parent Fund

arrangement. Unlike the fund of funds

operations that prompted enactment of

section 12(d)(1), the Parent Funds and

the Underlying Funds will all be part of

the same group of investment

companies. Further, applicants state

that OFFITBANK, which will be the

adviser to the Underlying Funds as well

as to the Parent Funds, is governed by

its obligations to the Parent Funds and

the Underlying Funds and their

shareholders and any allocation or

reallocation by OFFITBANK of a Parent

Fund’s assets among Underlying Funds

would be required to be made in

accordance with those obligations.

Applicants also believe that

OFFIBANK’s own self-interest will

prompt it to maximize benefits to all

shareholders, and not disrupt the

operations of any of the Parent Funds or

the Underlying Funds. Finally,

applicants reiterate that, but for the fact

that the Parent Funds may invest

directly in stocks, bonds, and other

instruments, applicants’ proposal is

consistent with fund of funds structures

now explicitly permitted under section

12(d)(1)(G) of the Act.

6. As noted above, OFFITBANK

anticipates charging an advisory fee to

the Parent Fund to the extent that the

Fund’s assets are invested directly in

stocks, bonds, or other instruments,

rather than shares of the Underlying

Funds. With respect to the portion of a

Parent Fund’s assets invested in the

Underlying Funds, applicants represent

that, before approving any advisory

contract under section 15 of the Act, the

directors of each Parent Fund, including

a majority of the directors of each Parent

Fund who are not ‘‘interested persons,’’

as defined in section 2(a)(19) of the Act

(‘‘Independent Directors’’), shall find

that the advisory fees, if any, charged

under such contract are based on

services provided that are in addition to,

rather than duplicative of, services

provided pursuant to any Underlying

Fund’s advisory contract.

7. While investment in the Parent

Funds will involve additional expenses

due to the costs of establishing and

maintaining the Parent Funds as

separate series, applicants believe that

those additional expenses will not be

substantial and that such expenses will

be offset by the benefits which are

presumed to be generated for the

Underlying Funds and inure indirectly

to the Parent Funds. Applicants believe

that: (a) the addition of assets from each

Parent Fund to the Underlying Fund

may reduce the expense ratio for each

Underlying Fund; (b) to the extent that

shareholders of the Parent Funds

otherwise would directly open accounts

with each of the Underlying Funds, the

number of accounts and related

expenses at the Underlying Fund level

may be reduced; and (c) by investing in

the Underlying Funds, the Parent Funds

may more efficiently achieve a level of

diversification through various asset

classes than if investments were made

directly in portfolio securities, and

without incurrence of transaction costs

associated with direct investing.

Moreover, applicants will provide to the

Chief Financial Analyst of the SEC’s

Division of Investment Management

annual expense ratios for each Parent

Fund and each Underlying Fund, as

specified in condition 5 below.

Applicants believe that this will enable

the SEC to monitor the expenses relating

to each Parent Fund. Based on the

foregoing, applicants believe that the

proposed transactions satisfy the

requirements of section 12(d)(1)(J).

B. Section 17(a)

1. Section 17(a) makes it unlawful for

an affiliated person of a registered

investment company, or an affiliated

person of such person, to sell securities

to, or purchase securities from, the

company. Under the proposed structure,

the Parent Funds and the Underlying

Funds may be deemed to be affiliates of

one another. Purchases by the Parent

Funds of the shares of the Underlying

Funds and the sale by the Underlying

Funds of their shares to the Parent funds

could thus be deemed to be principal

transactions between affiliated persons

under section 17(a).

2. Section 17(b) provides that the SEC

shall exempt a proposed transaction

from section 17(a) if evidence

establishes that: (a) the terms of the

proposed transaction are reasonable and

fair and do not involve overreaching; (b)

the proposed transaction is consistent

with the policies of the registered

investment company involved; and (c)

the proposed transaction is consistent

with the general provisions of the Act.

3. Section 6(c) of the Act provides that

the SEC may exempt persons or

transactions 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 provisions of

the Act.

4. Applicants submit that the terms of

the proposed transactions are fair and

reasonable and do not involve

overreaching. The consideration paid

for the sale and redemption of shares of

the Underlying Funds will be based on

the net asset value of the Underlying

Funds, subject to applicable sales

charges. In addition, applicants assert

that the proposed transactions will be

consistent with the policies of each

Parent Fund. The investment of assets of

the Parent Funds in shares of the

Underlying Funds and the issuance of

shares of the Underlying Funds to the

Parent Funds will be effected in

accordance with the investment

restrictions of each Parent Fund and

will be consistent with the policies of

(as set forth in the registration statement

applicable to) each Parent Fund.

Applicants also state that, for the

reasons discussed above, the proposed

transactions are consistent with the

general purposes of the Act. Applicants

believe that the proposed transactions

meet the standards of sections 6(c) and

17(b).5

Applicants’ Conditions

Applicants agree that the order

granting the requested relief shall be

subject to the following conditions:

1. Each Parent Fund and each

Underlying Fund will be part of the

same ‘‘group of investment companies,’’

as defined in rule 11a–3 under the Act.

2. No Underlying Fund shall acquire

securities of any other investment

company in excess of the limits

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

Act.

3. Before approving any advisory

contract under section 15 of the Act, the

directors of each Parent Fund, including

a majority of the Independent Directors,

shall find that the advisory fees, if any,

charged under such contract are based

on services provided that are in addition

to, rather than duplicative of, services

provided pursuant to any Underlying

Fund’s advisory contract. Such finding,
1786 Federal Register / Vol. 62, No. 8 / Monday, January 13, 1997 / Notices

1The profit sharing plan owned approximately

97% of applicant’s shares subsequent to March 1,

1996.

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

and the basis upon which the finding

was made, will be recorded fully in the

minute books of the Parent Fund.

4. Any sales charges or service fees

charged with respect to shares of each

Parent Fund, when aggregated with any

sales charges or service fees paid by the

Parent Fund with respect to shares of

any Underlying Fund, shall not exceed

the limits set forth in Rule 2830 of the

Rules of Conduct of the National

Association of Securities Dealers, Inc.

5. Applicants will provide the

following information, in electronic

format, to the Chief Financial Analyst of

the SEC’s Division of Investment

Management: monthly average total

assets for each Parent Fund and each of

its Underlying Funds; monthly

purchases and redemptions (other than

by exchange) for each Parent Fund and

each of its Underlying Funds; monthly

exchanges into and out of each Parent

Fund and each of its Underlying Funds;

month-end allocations of each Parent

Fund’s assets among its Underlying

Funds; annual expense ratios for each

Parent Fund and each of its Underlying

Funds; and a description of any vote

taken by the shareholders of any

Underlying Fund, including a statement

of the percentage of votes cast for and

against the proposal by its Parent Fund

and by the other shareholders of the

Underlying Funds. Such information

will be provided as soon as reasonably

practicable following each fiscal yearend of the Parent Funds (unless the

Chief Financial Analyst shall notify the

Parent Funds or OFFITBANK in writing

that such information need no longer be

submitted).

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–686 Filed 1–10–97; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–22442; 811–1341]

Special Portfolios, Inc.; Notice of

Application

January 6, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Special Portfolios, Inc.

RELEVANT ACT SECTION: Order requested

under section 8(f).

SUMMARY OF APPLICATION: Applicant

requests an order declaring that it has

ceased to be an investment company.

FILING DATES: The application was filed

on October 31, 1996 and amended on

December 26, 1996.

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

February 10, 1997, and should be

accompanied by proof of service on the

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, 500 Bielenberg Drive,

Woodbury, Minnesota 55125.

FOR FURTHER INFORMATION CONTACT:

Elaine M. Boggs, Senior Staff Attorney,

at (202) 942–0572, or Alison E. Baur,

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 from the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Applicant is a registered open-end

management investment company and

is organized as a corporation under the

laws of Minnesota. Applicant registered

under the Act and filed a registration

statement on Form S–5 on March 16,

1996. At that time, applicant’s name

was ‘‘Josten Growth Fund, Inc.’’ On July

19, 1966, the registration statement was

declared effective and applicant

commenced its initial public offering.

2. Due to the relatively small size and

uneconomical nature of applicant,

applicant’s board of directors concurred

with the recommendation of applicant’s

investment adviser that shareholders be

invited to redeem their shares so that

applicant could be liquidated.

Accordingly, a letter was sent to

applicant’s shareholders. In response,

during the period from March 1, 1996

through April 8, 1996, all remaining

shareholders, including the Fortis, Inc.

Profit Sharing Plan, chose to redeem

their shares of applicant.1 All

redemptions were made at net asset

value as of the date of redemption.

3. No expenses were incurred in

connection with the redemption of

shares, other than normal shareholder

servicing expenses. Applicant’s

investment adviser has undertaken to

pay the expenses of winding up

applicant. In connection with the

redemption of shares, applicant sold its

remaining portfolio securities in normal

market transactions. No sales or

brokerage commissions were paid in

connection with such sales.

4. 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.

5. 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.

6. After the requested order is granted,

applicant intends to file a notice of

dissolution with the State of Minnesota,

followed by articles of dissolution.

Applicant anticipates that the filing of

the notice of dissolution will be

authorized by applicant’s board of

directors in accordance with Minnesota

corporation law.

For the SEC by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–687 Filed 1–10–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–38123; File No. SR–Amex–

96–45]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change and

Amendment No. 1 Thereto by the

American Stock Exchange, Inc.

Relating to the Closing Time for Equity

Options and Narrow-Based Index

Options

January 6, 1997.

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

Securities Exchange Act of 1934

(‘‘Act’’),1 and Rule 19b–4 2 thereunder,

notice is hereby given that on November

22, 1996, the American Stock Exchange,

Inc. (‘‘Amex’’ or ‘‘Exchange’’) filed with

the Securities and Exchange

Commission (‘‘Commission’’) the

proposed rule change as described in

Items I, II and III below, which Items